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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): July 9, 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 |
| Warrants
to purchase Common Stock |
|
HYMCW |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
HYMCL |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Michael Deal as Senior Vice President and Chief Operating Officer
On
July 15, 2026, Hycroft Mining Holding Corporation (the “Company”) announced that it has appointed Michael Deal as Senior
Vice President and Chief Operating Officer, effective August 24, 2026. Mr. Deal brings more than 20 years of operating and technical
leadership experience across complex, multi-asset gold and silver operations in North America, with a proven track record of
building, scaling, and optimizing operations through disciplined capital allocation, technical rigor, and operational excellence.
Most recently, from June 2021 to the present, Mr. Deal served as Vice President, Operations at First Majestic Silver, where he
provided enterprise leadership across a portfolio of operating mines and development assets and served as Executive Lead for the
integration of a $1 billion acquisition. He also directed annual capital programs exceeding $300 million while improving production,
safety performance, and operating discipline. Mr. Deal previously held senior operating and technical leadership roles with Nevada
Gold Mines, OceanaGold, Romarco Minerals, and Newmont Corporation, spanning open-pit and underground mining, heap leaching, milling,
flotation, roasting, autoclave processing, and refractory ore treatment. Mr. Deal serves on the SME Foundation Board of Directors
and has previously served on the Nevada Mining Association Board of Directors and the Nevada Mineral Processing Division Board. He
is a Registered Member and Qualified Person (QP) with the Society for Mining, Metallurgy & Exploration (SME). Mr. Deal holds a
Bachelor of Science degree in Chemical Engineering with a minor in Economics from the Colorado School of Mines and an MBA from
Arizona State University.
There
are no family relationships between Mr. Deal and any director or executive officer of the Company, and there are no transactions between
Mr. Deal and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The
Board of Directors of the Company approved Mr. Deal’s appointment as Senior Vice President and Chief Operating Officer on June
26, 2026, and the Company elected to delay the filing of the disclosure of his appointment until the public announcement of his appointment
in accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.
Employment
Agreement with Mr. Deal
On
July 9, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Deal in connection with
his appointment as the Company’s Senior Vice President and Chief Operating Officer, effective August 23, 2026. Pursuant to the Employment
Agreement, Mr. Deal will receive an initial annual base salary of $425,000, subject to annual review by the Board of Directors or the
Compensation Committee. Mr. Deal will also be eligible to participate in the Company’s annual cash incentive program, with a target annual
bonus opportunity equal to 70% of his base salary and a maximum payout of 150% of target, based on the achievement of individual and
corporate performance objectives established by the Board or the Compensation Committee. Notwithstanding his August 2026 start date,
Mr. Deal will be eligible to receive a full, non-prorated annual bonus opportunity for fiscal year 2026, subject to the applicable performance
criteria.
The
Employment Agreement also provides that Mr. Deal will be eligible to participate in the Company’s employee benefit plans and equity incentive
plans made available to senior executive officers, including the Company’s 2025 Performance and Incentive Pay Plan. Equity awards granted
to Mr. Deal will provide for accelerated vesting upon certain qualifying terminations of employment in connection with a change in control
of the Company. Mr. Deal is also entitled to a one-time signing bonus of $150,000, payable within 30 days following his employment commencement
date, subject to repayment on a declining pro rata basis if his employment is terminated by the Company for cause or by Mr. Deal without
good reason within 18 months following the effective date of his employment.
The
Employment Agreement provides for severance benefits if Mr. Deal’s employment is terminated by the Company without cause or if
he resigns for good reason, subject to his execution and non-revocation of a customary release of claims. If such termination occurs
before the six-month anniversary of his employment commencement date, Mr. Deal will be entitled to continued payment of his base
salary for six months and continued coverage under the Company’s medical, dental, life and disability plans for six months. If such
termination occurs on or after the six-month anniversary of his employment commencement date, he will be entitled to continued
payment of his base salary for twelve months and continued coverage under the Company’s medical, dental, life and disability
plans for twelve months. If, within the period beginning 90 days before and ending one year following a change in control of the
Company, Mr. Deal’s employment is terminated by the Company without cause or he resigns for good reason, subject to his
execution and non-revocation of a release of claims, he will be entitled to a lump-sum cash payment equal to 1.5 times his annual
base salary, a lump-sum cash payment equal to 1.5 times his annual bonus (determined as provided in the Employment Agreement),
continued coverage under the Company’s medical, dental, life and disability plans for 18 months, and accelerated vesting of his
outstanding equity awards under qualifying circumstances.
The
Employment Agreement also contains customary confidentiality, assignment of inventions, non-solicitation and non-competition covenants.
The
foregoing summary of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
The
Company issued a press release on July 15, 2026, announcing the appointment of Mr. Deal. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 |
|
Employment Agreement with Michael J. Deal dated July 9, 206. |
| 99.1 |
|
Press
Release dated July 15, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| Date:
July 15, 2026 |
Hycroft
Mining Holding Corporation |
| |
|
|
| |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
Exhibit
99.1

Hycroft
Appoints Michael Deal as Chief Operating Officer
WINNEMUCCA,
NV, July 15, 2026 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”),
a U.S.-based gold and silver development company that owns the Hycroft Mine, today announced the appointment of Michael Deal as Senior
Vice President and Chief Operating Officer, effective August 24, 2026.
Mr.
Deal brings more than 20 years of operating and technical leadership experience across complex, multi-asset gold and silver operations
in North America, with a proven track record of building, scaling, and optimizing operations through disciplined capital allocation,
technical rigor, and operational excellence.
Most
recently, Mr. Deal served as Vice President, Operations at First Majestic Silver, where he provided enterprise leadership across a portfolio
of operating mines and development assets and served as Executive Lead for the integration of a $1 billion acquisition. He also directed
annual capital programs exceeding $300 million while improving production, safety performance, and operating discipline.
Mr.
Deal previously held senior operating and technical leadership roles with Nevada Gold Mines, OceanaGold, Romarco Minerals, and Newmont
Corporation, spanning open-pit and underground mining, heap leaching, milling, flotation, roasting, autoclave processing, and refractory
ore treatment.
During
his time with Nevada Gold Mines, Mr. Deal managed processing operations at the Carlin Complex, including the Goldstrike roaster and autoclave
facilities, as well as Gold Quarry’s roaster, concentrator, and heap leach operations. He led initiatives focused on refractory
processing performance, recovery optimization, cost reduction, and extending the life of critical processing infrastructure across one
of the world’s largest gold-producing operations.
Mr.
Deal also played a key leadership role in the construction, commissioning, and ramp-up of the Haile Gold Mine in South Carolina, successfully
transitioning the operation from development into production. Throughout his career, he has consistently delivered improvements in safety,
production, recovery, and operating performance while building high-performing teams and systems.
Diane
Garrett, Executive Chairman and CEO, said, “Michael’s deep technical and operating experience is directly relevant to our
strategy of advancing Hycroft to the next phase of operations. Michael will be instrumental in reviewing our many options for developing
the mine with a primary focus on the two high-grade silver systems – Brimstone and Vortex. His extensive background building and
managing sulfide processing operations — including roasters and autoclaves in Nevada — and in building the systems, teams
and discipline needed to run them safely and profitably at scale is exactly the caliber of operating leadership we need as we advance
and prepare the Hycroft Mine for future development.”
Mr.
Deal added, “Hycroft represents a rare opportunity to help advance one of North America’s largest gold and silver assets.
The combination of a large-scale resource base, Nevada jurisdiction, and significant metallurgical and exploration upside creates tremendous
potential. I have spent my career building the operating systems, technical discipline, and high-performing teams required to safely
advance complex assets. I look forward to working with the Hycroft team to systematically advance the project and build the foundation
for long-term value creation.”
Mr.
Deal serves on the SME Foundation Board of Directors and has previously served on the Nevada Mining Association Board of Directors and
the Nevada Mineral Processing Division Board. He is a Registered Member and Qualified Person (QP) with the Society for Mining, Metallurgy
& Exploration (SME). Mr. Deal holds a Bachelor of Science degree in Chemical Engineering with a minor in Economics from the Colorado
School of Mines and an MBA from Arizona State University.
 | 1 | |
About
Hycroft Mining Holding Corporation
Hycroft
Mining Holding Corporation is a US-based gold and silver company exploring and developing the Hycroft Mine, among the world’s largest
precious metals deposits, located in northern Nevada, a Tier-1 mining jurisdiction. With a long history of heap leach operations, Hycroft
is advancing to the next phase of operations for processing sulfide mineralization. In addition, Hycroft is engaged in a robust exploration
drill program (2025-2026 exploration drill program) to expand and advance the two new high-grade silver systems Brimstone and Vortex.
These discoveries represent a significant value driver for the Hycroft Mine.
For
further information, please contact:
E:
info@hycroftmining.com
Investor
Relations Phone: 775-245-0564
www.hycroftmining.com
Media:
Tavistock, Jos Simson / Emily Moss
E:
hycroft@tavistock.co.uk
Phone:
+44 207 920 3150
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.
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, 2025, 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.
 | 2 | |