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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 earliest event reported): February 17, 2026
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38387 |
|
82-2657796 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
P.O.
Box 3030
Winnemucca,
Nevada |
|
89446 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (775) 304-0260
(Former
name or former address, if changed since last report.)
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 |
| Class
A common stock, par value $0.0001 per share |
|
HYMC |
|
The
Nasdaq Stock Market LLC |
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 7.01 Regulation FD Disclosure.
News
Release Announcing Initial Assessment and Technical Report Summary
On
February 18, 2026, Hycroft Mining Holding Corporation (the “Company”) issued a news release announcing the completion
of its Hycroft Mine Initial Assessment and Technical Report Summary (the “TRS”), which has been prepared in accordance with
the requirements of subpart 1300 of Regulation S-K. A copy of the news release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The TRS supersedes and replaces the Hycroft Property Initial Assessment Technical
Report Summary Humboldt and Pershing Counties, Nevada, with an effective date of March 27, 2023.
Corporate
Presentation
On
February 18, 2026, the Company furnished its updated corporate presentation to its website at www.hycroftmining.com. A copy of
the updated corporate presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth in (i) this Item 7.01, (ii) the news release and (iii)
the updated corporate presentation is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any
registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
February 18, 2026, the Company announced that it had completed the TRS, effective January 21, 2026, which has been prepared in
accordance with the requirements of subpart 1300 of Regulation S-K. The TRS was completed by Ausenco Engineering USA South Inc., Independent
Mining Consultants, Inc. and WestLand Engineering & Environmental Services, Inc., each a “Qualified Person” as such term
is defined in subpart 1300 of Regulation S-K. A copy of the TRS is attached hereto as Exhibit 96.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
Number |
|
Description |
| 23.1 |
|
Consent of Ausenco Engineering USA South Inc. |
| 23.2 |
|
Consent of Independent Mining Consultants, Inc. |
| 23.3 |
|
Consent of WestLand Engineering & Environmental Services, Inc. |
| 96.1 |
|
Initial Assessment and Technical Report Summary on the Hycroft Mine |
| 99.1 |
|
News
Release dated February 18, 2026* |
| 99.2 |
|
Corporate
Presentation posted February 18, 2026* |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
*
Furnished pursuant to Regulation FD.
SIGNATURES
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.
| |
HYCROFT
MINING HOLDING CORPORATION |
| |
|
| Date:
February 18, 2026 |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
Exhibit
99.1

Hycroft
Delivers 55% Growth in Mineral Resources
16.4
million gold ounces / 562.6 million silver ounces (M+I)`
Initial
High-Grade Silver Resource: 90.2 million silver ounces (M+I)
Metallurgy
Demonstrates Robust Recoveries (83% gold, 78% silver)
WINNEMUCCA,
NV, February 18, 2026 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”)
is pleased to announce that it has filed a third-party, independent Technical Report updating its Mineral Resource estimate (“MRE”)
with an effective date as of January 21, 2026. Diane R. Garrett, President and Chief Executive Officer, commented: “Today’s
updated MRE reflects approximately 55% growth in both gold and silver Measured and Indicated Mineral Resources, and increases in Inferred
Mineral Resources of 50% for gold and 38% for silver representing an impressive resource growth in what is already among the world’s
largest precious metals deposits.”
Commodity
prices used in the MRE are $3100/oz gold and $36/oz silver


 | 1 |
Ms.
Garrett continued, “Importantly, following only approximately 14 months of drilling since the discovery of two new high-grade silver
systems, a high-grade mineral resource with underground potential has been established demonstrating the continuity of both the Brimstone
and Vortex high-grade systems which remain open along strike and at depth.”1
The
growth in overall mineral resources and the establishment of the high-grade mineral resource with underground potential reflect a combination
of improved metallurgical performance, results from 70 drill holes, geologic modeling based on new interpretations, and commodity price
assumptions. The MRE is based on a flowsheet utilizing milling and pressure oxidation (“POX”) for sulfide and certain transition
mineralization and heap leaching process for oxide and other transition mineralization.
Alex
Davidson, Vice-President, Exploration commented: “Over the past three years we have advanced a comprehensive, integrated technical
program of analyzing historical drilling, detailed field mapping, geochemical analysis on drill samples, soils, and rock chips, as well
as induced polarization geophysics. This work, along with recognizing that there have been multiple mineralizing events at Hycroft, has
enabled us to reinterpret the data and view the project through a new lens substantially elevating our understanding of the project geology
and its potential. We now recognize there have been at least three distinct mineralizing events at Brimstone and at least two mineralizing
events at Vortex – each representing a new pulse of metal introduced into the system.”
POX
and Roasting Trade-Off Studies
The
Company is also extremely pleased with the results of the metallurgical test work for POX demonstrating higher gold recoveries and confirming
silver recoveries. The robust POX metallurgical results represent another significant milestone in the advancement of the Hycroft Mine
and a critically important step in defining the project as we move into the next phase toward commercial operation.

*From
Table 11-18 in the MRE
The
Company is continuing to evaluate a roasting process alternative, which could potentially provide a third revenue stream through the
by-product production and sale of sulfuric acid needed in the lithium, copper, and fertilizer industries. Producing and selling sulfuric
acid could essentially convert a significant neutralization cost in the POX process into a by-product revenue from the roasting process.
Initial desktop analysis indicates operating costs and capital costs could be comparable to a POX process. The Company’s ongoing
roasting test work is focused on optimizing operating parameters, including temperature and retention times, in addition to project design
and equipment selection.
1
Additional information regarding the updated Mineral Resource Estimate (“MRE”) is included in the Company’s Technical
Report Summary filed with the U.S. Securities and Exchange Commission and available on EDGAR at www.sec.gov. Additional information
is also available in the Company’s corporate presentation at www.hycroftmining.com. Unless otherwise indicated, all figures
are presented in metric units and U.S. dollars. The MRE incorporates drilling. results received through March 17, 2025. No drill results
from the Company’s 2025–2026 Drill Program are included in the MRE.
 | 2 |
Technical
Report Summary
The
Technical Report was prepared in accordance with the reporting requirements of the United States (“US”) Securities and Exchange
Commission’s (“SEC”) Modernization of Property Disclosures of Mining Registrants under subpart 1300 and item 601 (96)(B)(iii)
of Regulation S-K for an initial assessment (“IA”). A summary table of the mineral resource estimates can be found in the
Appendix of this news release. The MRE supersedes Hycroft’s Initial Assessment (“IA”) filed on March 27, 2023.
Qualified
Persons
This
MRE has been prepared by Ausenco Engineering USA South Inc. (“Ausenco”), Independent Mining Consultants, Inc. (“IMC”),
and WestLand Engineering & Environmental Services, Inc. (“Westland”) for Hycroft Mining Holding Corporation (“Hycroft”).
About
Hycroft Mining Holding Corporation
Hycroft
Mining Holding Corporation is a US-based gold and silver company exploring and developing Hycroft Mine, among the world’s largest
precious metals deposits, located in northern Nevada, a Tier-1 mining jurisdiction. After a long history of oxide heap leach operations,
the Company is focused on completing technical studies to transition the Hycroft Mine into a milling operation for processing the sulfide
ore. In addition, the Company is engaged in a robust exploration drill program to unlock the full potential of our expansive +64,000-acre
land package, of which less than 10% has been explored. In 2023, Hycroft announced the discovery of two new high-grade silver systems
within the known resource area and an expanded 2025-2026 drill program is designed to expand these two systems in addition to targeting
new opportunities. These discoveries represent a significant value driver for the Hycroft Mine.
For
further information, please contact:
E:
info@hycroftmining.com
www.hycroftmining.com
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, included in this press release and in public statements by our officers or representatives
that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements.
These include, but are not limited to, statements regarding future business strategy, plans and goals, competitive strengths, the advancement
and development of the Hycroft Mine, the results and implications of metallurgical analysis and test work, and the expansion and growth
of our business.
Forward-looking
statements are often identified by future or conditional words such as “estimate,” “plan,” “anticipate,”
“expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,”
“will,” “would,” “could,” “should,” “seeks,” “scheduled to” and
similar words or expressions but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements
are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual
results to differ materially from those reflected in the statements. The risks include, but are not limited to: (i) risks related to
changes in our operations at the Hycroft Mine, including risks associated with the cessation of mining operations at the Hycroft Mine;
uncertainties concerning estimates of mineral resources; risks related to the lack of a completed feasibility study; risks related to
metallurgical test work and process development; and risks related to our ability to re-establish commercially feasible mining and processing
operations; and (ii) industry-related risks, including fluctuations in the price of gold and silver; the commercial success of, and risks
related to, our exploration and development activities; uncertainties and risks related to our reliance on contractors and consultants;
and the availability and cost of equipment, supplies, energy or reagents.
Any
exploration target described in this press release does not represent, and should not be construed to be, an estimate of a mineral resource
or mineral reserve. Ranges of potential tonnage and grade (or quality) of an exploration target are conceptual in nature; there has been
insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration
will result in the estimation of a mineral resource.
 | 3 |
These
and other risks may cause actual results to differ materially from those expressed or implied by the forward-looking statements, and
the occurrence of one or more of these events or circumstances, alone or in combination with others, may have a material adverse effect
on our business, cash flows, financial condition and results of operations. Please see the “Risk Factors” outlined in our
Annual Report on Form 10-K for the year ended December 31, 2024, and in other reports filed with the SEC, for more information about
these and other risks.
Given
these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Although we have attempted
to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements
are based on assumptions that we believe are reasonable when made, forward-looking statements are not guarantees of future performance
and actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements
in this press release.
Any
forward-looking statements made in this press release speak only as of the date of this press release. We undertake no obligation to
update these forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future
events or developments, except as required by law.
APPENDIX
Hycroft
Mineral Resources as of January 21, 2026, Metric Units at $3,100/ oz Au and $36/ oz Ag
Notes:
| | 1. | Mineral resources based on metal prices of $3,100/ oz Au and $36.00/ oz Ag |
| | 2. | Cutoffs are Income - Refining Cost = NSR |
| | 3. | Gold Equivalent for Heap Leach = Cyanide Gold + 0.0019 x Total Silver Assay |
| | 4. | Gold Equivalent for Mill + Pressure Oxidation = Fire Gold + 0.0107 x Total Silver Assay |
| | 5. | Numbers may not match exactly due to rounding |
| | 6. | Mineral resources are contained within a computer-generated optimized pit |
| | 7. | Total material in that pit is 4.92 billion tonnes |
| | 8. | All units on this table are metric: Ktonnes means 1,000 tonnes. Au and Ag grades are in grams per tonne (g/t) |
| | 9. | Mineral resources are not mineral reserves, and detailed economic considerations have not been applied |
| | 10. | Modifying
factors for mine and process design have not been applied |
 | 4 |