Hecla Mining signs deal to sell up to 50M shares
Series B holders can choose conversion before December 10, while shares not converted are slated for cash redemption and Hecla may sell up to 50 million common shares.
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Rhea-AI Filing Summary
Hecla Mining Company (HL) will redeem all outstanding Series B Cumulative Convertible Preferred Stock on December 11, 2026, for an estimated $50.6806 per share, including $0.6806 of estimated accrued dividends. Based on 150,736 shares currently outstanding, the company estimates a cash payment of approximately $7.64 million and intends to fund it with cash on hand. Holders may convert before 5:00 p.m. New York City time on December 10, 2026, into 3.2154 common shares per preferred share; converted shares receive no accrued dividends. If all holders of currently outstanding shares convert, Hecla estimates issuing approximately 484,700 common shares.
Hecla also entered an agreement to sell up to 50 million common shares from time to time through or to sales agents; it is not obligated to sell. Agent commissions will not exceed 1.5% of gross sales proceeds, and sales may occur in ordinary brokers’ transactions or as otherwise agreed. On November 6, 2026, Stuart Absolom ceased serving as principal accounting officer and his employment with Hecla Limited ended. Russell D. Lawlar, the company’s senior vice president and chief financial officer, was appointed to the role effective that date, with no additional compensation.
Filing Explained
The 50-million-share agreement is potential issuance capacity, not a committed sale; any shares sold would dilute existing holders’ percentage ownership.
The Series B conversion option remains open until the close of business on
Separately, Hecla’s equity-distribution agreement allows future common-share sales but does not require them; the existing Form S-3 shelf is a route for future sales, not itself a share sale, and any shares sold would also reduce existing holders’ percentage ownership.
8-K Event Classification
Key Figures
Key Terms
Equity Distribution Agreement financial
prospectus supplement regulatory
accrued and unpaid dividends financial
conversion price financial
redemption agent financial
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How much will HL pay to redeem its Series B preferred stock?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
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:
| 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 | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 6, 2026, Stuart Absolom ceased serving as the Principal Accounting Officer of Hecla Mining Company (the “Company”), and his employment with Hecla Limited ended. Mr. Absolom’s departure was not the result of any disagreement with the Company on any matter relating to the Company’s accounting principles or practices, financial statement disclosures, or internal control over financial reporting.
Effective November 6, 2026, Russell D. Lawlar, the Company’s Senior Vice President and Chief Financial Officer, was appointed to serve as the Company’s Principal Accounting Officer. Mr. Lawlar will continue to serve as Senior Vice President and Chief Financial Officer. Mr. Lawlar previously served as the Company’s Principal Accounting Officer until May 2024. Mr. Lawlar will not receive additional compensation in connection with this appointment.
Mr. Lawlar, age 47, has served as the Company’s Senior Vice President and Chief Financial Officer since March 2021. He was Treasurer from February 2018 to March 2021.
There are no arrangements or understandings between Mr. Lawlar and any other person pursuant to which he was selected as Principal Accounting Officer, there are no family relationships between Mr. Lawlar and any director or executive officer of the Company, and there are no relationships between Mr. Lawlar and the Company that would require disclosure under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events |
Equity Distribution Agreement
On November 10, 2026, the Company entered into an Equity Distribution Agreement (the “Agreement”) with the sales agents party thereto (collectively, the “Agents”). Pursuant to the terms of the Agreement, the Company may offer and sell up to 50 million shares of common stock, par value $0.25 per share (the “Shares”), from time to time through or to the Agents. Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions or as otherwise agreed between the Company and the Agents as principals. Each Agent will receive from the Company a commission not to exceed 1.5% of the gross sales proceeds of the Shares sold by such Agent. The Company is not obligated to sell any Shares under the Agreement.
The offering of the Shares will be registered under the Securities Act of 1933, as amended, pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-284931), which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 14, 2025, as supplemented by a prospectus supplement to be filed by the Company with the SEC on November 10, 2026.
The Agreement contains customary representations, warranties and agreements of the Company, and customary obligations of the parties and termination provisions. The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the foregoing description of the Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Series B Preferred Stock Redemption
On November 10, 2026, the Company announced that it has called for redemption all of the outstanding shares of its Series B Cumulative Convertible Preferred Stock, par value $0.25 per share (the “Series B Preferred Stock”). The redemption will occur on December 11, 2026 (the “Redemption Date”) under Section 5 of Annex II to the Company’s Amended and Restated Certificate of Incorporation, which sets out the terms of the Series B Preferred Stock.
The redemption price will be $50.00 per share, plus all accrued and unpaid dividends up to the Redemption Date, payable in cash. The Company estimates that accrued and unpaid dividends will be $0.6806 per share, for a total redemption consideration of $50.6806 per share. The Company does not expect to declare another regular quarterly dividend on the Series B Preferred Stock before the Redemption Date. Dividends on the Series B Preferred Stock will cease to accrue on the Redemption Date.
Holders may convert their shares of Series B Preferred Stock into shares of the Company’s common stock, par value $0.25 per share, at any time before the close of business on December 10, 2026, the day before the Redemption Date. Each share of Series B Preferred Stock is convertible into 3.2154 shares of common stock, based on a conversion price of $15.55 per share of Series B Preferred Stock, subject to adjustment under the terms of the Series B Preferred Stock. The Company will pay cash instead of any fractional share. Holders who convert will not receive any accrued and unpaid dividend with respect to converted shares. The Company expects to issue any common stock issuable in settlement of any conversions in reliance on Section 3(a)(9) of the Securities Act of 1933.
Based on 150,736 shares of Series B Preferred Stock currently outstanding, redeeming all currently outstanding shares would result in the payment of approximately $7.64 million in cash. If all holders of currently outstanding shares were to elect to convert all of their shares of Series B Preferred Stock, the Company would issue approximately 484,700 shares of common stock to settle the conversions. The Company intends to fund the aggregate redemption price with cash on hand. Equiniti Trust Company, LLC will act as redemption agent, paying agent and conversion agent. The Company is mailing a notice of redemption to holders of record on or about the date of this Current Report on Form 8-K.
This Current Report on Form 8-K is not a notice of redemption, and it does not constitute an offer to sell or a solicitation of an offer to buy any security. A copy of the Company’s news release announcing the redemption is filed as Exhibit 99.1 and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 |
Equity Distribution Agreement, dated as of November 10, 2026, by and among Hecla Mining Company and the sales agents party thereto.* | |
| 5.1 |
Opinion of K&L Gates LLP * | |
| 23.1 |
Consent of K&L Gates LLP (contained in Exhibit 5.1) * | |
| 99.1 |
News Release, dated November 10, 2026 * | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith |
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.
| HECLA MINING COMPANY | ||
| By: | /s/ David C. Sienko | |
| David C. Sienko | ||
| Senior Vice President, General Counsel and Secretary | ||
Dated: November 10, 2026
Exhibit 99.1
Hecla Mining Company Announces Redemption of All Outstanding Shares of
Its Series B Cumulative Convertible Preferred Stock
COEUR D’ALENE, IDAHO - November 10, 2026 - Hecla Mining Company (NYSE: HL) today announced that it has called for redemption all of the outstanding shares of its Series B Cumulative Convertible Preferred Stock (NYSE: HL-PB) (the “Series B Preferred Stock”). The redemption will take place on December 11, 2026 (the “Redemption Date”).
Redemption Terms
| • | Redemption Price. Each share outstanding on the Redemption Date will be redeemed for $50.00 plus all accrued and unpaid dividends up to the Redemption Date, paid in cash. Accrued dividends from October 1, 2026, the most recent dividend payment date, will be $0.6806 per share, for a total redemption price of $50.6806 per share. |
| • | Dividends. The accrued dividend is included in the redemption price and will be paid with the redemption price on surrender of the shares, rather than to holders as of a dividend record date. Hecla does not expect to declare another regular quarterly dividend on the Series B Preferred Stock before the Redemption Date. |
| • | Dividends end. Dividends on the Series B Preferred Stock stop accruing on the Redemption Date. |
| • | Payment. Holders of record will receive payment on surrender of their shares through Equiniti Trust Company, LLC, the redemption and paying agent. Holders who hold through a broker or bank will be paid through The Depository Trust Company and should contact their broker or bank. |
Conversion Right
Holders may convert their shares of Series B Preferred Stock into shares of Hecla’s common stock at any time before 5:00 p.m., New York City time, on December 10, 2026. Each share of Series B Preferred Stock is convertible at the holder’s election into approximately 3.2154 shares of common stock, based on the conversion price of $15.55 per share of common stock. Hecla will pay cash instead of any fractional share. Holders who convert will not receive any accrued and unpaid dividends with respect to converted shares. After the conversion deadline, the conversion right will end, and shares not converted will be redeemed for cash on the Redemption Date.
Based on 150,736 shares of Series B Preferred Stock currently outstanding, redeeming all currently outstanding shares would total approximately $7.64 million in cash. If all holders of currently outstanding shares elect to convert all of their shares, Hecla would issue approximately 484,700 shares of common stock to settle the conversions.
Notice to Holders
Hecla is mailing a notice of redemption to registered holders today. Holders with questions may contact Equiniti Trust Company, LLC at (718) 921-8317 or Hecla Investor Relations at (208) 769-4100 or hmc-info@hecla.com. This release is not a notice of redemption. The terms of the redemption and conversion are set out in the notice of redemption and in the Company’s Amended and Restated Certificate of Incorporation.
ABOUT HECLA
Founded in 1891, Hecla Mining Company (NYSE: HL) is the largest silver producer in the United States and Canada. In addition to operating mines in Alaska and Idaho, the Company is advancing its Keno Hill mine in the Yukon, Canada, and owns a number of exploration and pre-development projects in world-class silver and gold mining districts throughout North America.
Cautionary Statement Regarding Forward Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws, including Canadian securities laws. Words such as “may”, “will”, “should”, “expects”, “intends”, “projects”, “believes”, “estimates”, “targets”, “anticipates” and similar expressions are used to identify these forward-looking statements.
Such forward-looking statements may include, without limitation: (i) the Company’s plans and expected timing to redeem all outstanding shares of its Series B Cumulative Convertible Preferred Stock on December 11, 2026, including the expected redemption price and the amount of accrued and unpaid dividends payable; (ii) the Company’s expectation that it will fund the redemption from cash on hand and the amount of cash required to do so; (iii) the number of shares of the Company’s common stock that may be issued upon conversion of the Series B Preferred Stock and the extent to which holders elect to convert prior to the conversion deadline; and (iv) the Company’s expectation that it will not declare another regular quarterly dividend on the Series B Preferred Stock before the Redemption Date and that dividends will cease to accrue on the Redemption Date.
For further information, please contact:
Mike Parkin
Vice President – Strategy and Investor Relations
Cheryl Turner
Investor Relations Coordinator
Investor Relations
Email: hmc-info@hecla.com
Website: http://www.hecla.com