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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): August 27, 2026
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of incorporation)
|
|
001-38387
(Commission
File Number) |
|
82-2657796
(IRS
Employer
Identification No.) |
| |
|
|
|
|
P.O.
Box 3030
Winnemucca,
Nevada
(Address
of principal executive offices)
|
|
89446
(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 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. |
On
August 27, 2026, the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”)
appointed Rebecca A. Jennings, who was previously serving as Senior Vice President, General Counsel, and Corporate Secretary of the Company,
to the role of Executive Vice President, General Counsel and Corporate Secretary of the Company, effective August 27, 2026.
In
connection with Ms. Jennings’ promotion, the Compensation Committee of the Board approved an amendment to Ms. Jennings’ existing
Employment Agreement with the Company (the “Employment Agreement Amendment”), which includes the following
revised compensation terms: (1) an increase of her annual base salary rate to $450,000, (2) an increase of her target annual cash incentive
bonus to 80% of base salary (with a total opportunity ranging from 0% to 200% of target), (3) an increase in her non-“change in
control” severance benefits payable on a termination without “cause” or for “good reason” to provide for
a cash payment equal to 1.5 times her base salary and 18 months of subsidized medical benefits, and (4) an increase in her severance
benefits payable on a termination without “cause” or for “good reason” within 90 days prior to or one year after
a “change in control” to provide for a cash payment equal 2 times her base salary, a cash payment equal to 2 times the applicable
“Annual Bonus” amount described in her existing Employment Agreement and 24 months of subsidized medical coverage.
In
addition, on August 27, 2026, Ms. Jennings also received a special grant of restricted stock units (“RSUs”)
under the Company’s 2025 Performance and Incentive Pay Plan in connection with her promotion. The RSUs have a target grant date
value equal to $239,500 and generally vest in annual installments of 33%, 33% and 34% on each of the first, second and third anniversaries
of the grant date, respectively.
The
foregoing summary of the Employment Agreement Amendment is qualified in its entirety by reference to the Employment Agreement Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 |
|
Amendment No. 2 to Employment Agreement with Rebecca A. Jennings |
| 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 hereunto duly authorized.
| |
HYCROFT
MINING HOLDING CORPORATION |
| |
|
|
| Date:
August 28, 2026 |
By: |
/s/ Stanton Rideout |
| |
Name: |
Stanton
Rideout |
| |
Title: |
Executive
Vice President & Chief Financial Officer |
