Hycroft Mining (NASDAQ: HYMC) OKs RSUs and $4.5M bonus pool

Rhea-AI Filing Summary

Hycroft Mining Holding Corporation approved significant equity and cash compensation changes for its senior executives. After shareholders authorized 3,500,000 additional shares under the new equity plan, the Board granted “make-whole” restricted stock unit (RSU) awards and related cash to restore reduced long-term incentive opportunities from 2023–2025.

For example, CEO Diane R. Garrett received 88,035 fully vested RSUs and a $4,532,979 cash award, plus RSUs vesting through January 27, 2028. Other named executive officers received smaller but similar grants and vesting schedules. The Board also created a one-time extraordinary bonus pool of $4.5 million to recognize 2025 financing achievements, including cash payments of $1,500,000 to Garrett and between $769,000 and $850,000 to each other named executive, with 50% of each award subject to a clawback if the executive leaves within 12 months.

false 0001718405 0001718405 2026-01-27 2026-01-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 27, 2026

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-38387		82-2657796
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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

N/A

(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 Capital Market

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 January 27, 2026 (the “Award Date”), the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”), upon recommendation of the Compensation Committee of the Board (the “Committee”) and in consultation with the Company’s independent compensation consultant, approved (i) restricted stock unit (“RSU”) make-whole awards under the Company’s equity incentive plan and certain related cash payments and (ii) a one-time extraordinary bonus, in each case for the Company’s named executive officers identified in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025, as amended on December 19, 2025 (the “NEOs”).

Make-whole Awards (2023–2025 LTI)

Beginning in 2023 and continuing through 2025, due to limited share availability under the Company’s equity incentive plans, the Committee granted long-term equity compensation (“LTI”) awards substantially below the target LTI award levels. Following the stockholder approval of the Company’s new equity incentive plan authorizing 3,500,000 additional shares for equity compensation awards on December 29, 2025, the Board determined that it was appropriate to approve new grants to the impacted LTI participants intended solely to compensate them for the reductions to their cumulative target LTI opportunities for 2023–2025 (the “Make-whole Awards”).

In an effort to align with the vesting periods that were applicable to the corresponding reduced 2023–2025 LTI awards, the Board determined that a portion of the Make-whole Awards would vest on the Award Date. Such immediately vested portion was granted through a combination of (i) fully vested RSUs and (ii) cash payments. The remainder of the Make-whole Awards were granted as RSUs vesting over a 12-month to 24-month period, generally subject to continued employment through each vesting date.

The following table summarizes, for each NEO, the total RSUs granted, the cash awards provided, and the applicable vesting dates. Amounts in the table below reflect the gross amounts of the grants and cash awards prior to any applicable tax withholding.

NEO		Fully Vested RSUs				Fully Vested Cash Award				RSUs Vesting on January 27, 2027				RSUs Vesting on July 27, 2027				RSUs Vesting on January 27, 2028
Diane R. Garrett			88,035			$	4,532,979				238,800				195,275				96,350
Stanton K. Rideout			44,979			$	2,316,045				122,953				98,608				52,250
Rebecca A. Jennings			15,228			$	784,143				45,563				38,478				20,616
David B. Thomas			17,306			$	891,159				45,504				35,370				18,986

Extraordinary Bonus Pool

Also on the Award Date, the Board approved the establishment of a one-time extraordinary bonus pool in the aggregate amount of $4.5 million (the “Bonus Pool”) to recognize the leadership team’s execution of transformational financings completed during 2025 and the resulting strengthening of the Company’s liquidity and capital structure. Awards under the Bonus Pool are intended to be non-recurring and do not modify the Company’s regular annual incentive or long-term incentive program design. Bonus Pool awards will be payable in a lump sum, subject to applicable tax withholding, and 50% of each award will be subject to a prorated clawback as approved by the Board in the event the recipient terminates employment within 12 months after payment. The NEOs will receive the following Bonus Pool cash payments:

Named Executive Officer		Cash Payment
Diane R. Garrett		$	1,500,000
Stanton K. Rideout		$	850,000
Rebecca A. Jennings		$	769,000
David B. Thomas		$	769,000

The Company expects to pay Bonus Pool awards as soon as practicable following the Award Date, subject to completion of customary administrative processes.

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: January 30, 2026	By:	/s/ Rebecca A. Jennings
	Name:	Rebecca A. Jennings
	Title:	Senior Vice President and General Counsel

FAQ

What executive compensation changes did Hycroft Mining (HYMC) announce?

Hycroft Mining approved make-whole restricted stock unit awards and cash payments for its named executive officers and created a one-time $4.5 million extraordinary bonus pool, primarily to restore reduced 2023–2025 long-term incentives and reward 2025 financing achievements.

How large are the make-whole awards for Hycroft Mining’s CEO?

CEO Diane R. Garrett received 88,035 fully vested RSUs, a $4,532,979 cash award, and additional RSUs vesting through January 27, 2028. These grants are intended to compensate for reduced 2023–2025 long-term incentive opportunities caused by prior limits on available equity shares.

What is the size and purpose of Hycroft Mining’s $4.5 million bonus pool?

The one-time $4.5 million extraordinary bonus pool recognizes the leadership team’s execution of transformational 2025 financings and the resulting stronger liquidity and capital structure. It is described as non-recurring and does not change the company’s regular annual or long-term incentive program design.

What extraordinary cash bonuses will Hycroft Mining (HYMC) executives receive?

Under the $4.5 million bonus pool, Diane R. Garrett will receive $1,500,000, Stanton K. Rideout $850,000, and both Rebecca A. Jennings and David B. Thomas $769,000 each. Payments will be made in lump sums, subject to tax withholding and clawback provisions.

How do Hycroft Mining’s new RSU awards vest for executives?

Part of each make-whole RSU award vested immediately on January 27, 2026 through fully vested RSUs and cash. The remaining RSUs generally vest over 12–24 months, including scheduled vesting dates on January 27, 2027, July 27, 2027, and January 27, 2028, subject to continued employment.

What clawback conditions apply to Hycroft Mining’s extraordinary bonuses?

Fifty percent of each extraordinary bonus award is subject to a prorated clawback if the recipient terminates employment within 12 months after payment. This clawback was approved by the Board and applies alongside standard tax withholding on the cash bonus payments.