Largo Inc SEC Filings

Largo Inc. received an updated ownership report showing entities affiliated with J. Alberto Arias as major shareholders. Mr. Arias is reported to beneficially own 38,221,704 common shares, including options and warrants, representing 43.15% of Largo’s common shares.

The percentages are based on 83,313,022 common shares outstanding as of November 11, 2025, as reported in a prospectus supplement. Various Arias-managed funds and entities hold portions of this stake, while Mr. Arias has both sole and shared voting and dispositive power over different share blocks.

Largo Inc. reported 2025 operating results from its Maracás Menchen Mine and issued 2026 production and sales guidance. Vanadium pentoxide (V₂O₅) equivalent production in 2025 was 9,150 tonnes, with sales of 8,686 tonnes, both within prior guidance. Q4 2025 V₂O₅ equivalent production rose to 2,961 tonnes from 1,775 tonnes a year earlier, driven by stronger ore grades and operational stability, although Q4 sales fell 21% to 2,396 tonnes due to new U.S. tariffs on Brazilian high-purity vanadium. Ilmenite concentrate production reached 30,282 tonnes in 2025 with 33,959 tonnes sold. For 2026, Largo guides to 10,500–12,000 tonnes of V₂O₅ equivalent production and 7,500–9,500 tonnes of sales, with H1 2026 production expected to be 51.7% higher than H1 2025. The company also reported encouraging copper flotation test results containing gold, platinum and palladium, and has suspended 2026 ilmenite guidance while it evaluates using part of its ilmenite flotation infrastructure for potential copper concentrate production.

Largo Inc. established an at-the-market equity program that permits issuances of up to US$60 million of common shares on The Nasdaq Stock Market. The shares may be sold from time to time through H.C. Wainwright & Co., LLC, which will act as sole sales agent, with sales taking place at prevailing market prices and subject to market conditions and applicable securities laws.

No sales under this program will be made in Canada or through Canadian exchanges. Largo describes the program as a way to provide additional financial flexibility and to access capital markets opportunistically for working capital and general corporate purposes. The program is supported by an effective Form F-3 registration statement, a base shelf prospectus, and a related prospectus supplement filed with the U.S. Securities and Exchange Commission.

Largo Inc. has signed a definitive multi-year Ex Works contract through its Brazilian subsidiary to sell up to 4.5 million tonnes of iron ore calcine stockpiles, with total expected cash proceeds in excess of US$56 million. The agreement includes an initial payment of US$2.9 million due by January 30, 2026, a second payment of US$1.9 million due by February 16, 2026, and expected monthly payments of US$1.9 million starting in April 2026, subject to the contract terms.

The company expects this transaction to improve near-term cash flow and lower long-term stockpile management and disposal costs, while keeping its main strategic focus on vanadium. These iron ore calcine byproduct credits were not reflected in previous technical reports and are described as helping to partially offset currently low vanadium prices.

Largo Inc. has registered for resale up to 4,918,033 common shares already issued to Arias Resource Capital Fund III L.P. as backstop shares, plus 4,918,033 common shares issuable upon exercise of matching backstop warrants. These securities were originally sold in an October 2025 private placement that closed alongside a registered direct offering. The company will not receive proceeds from any resale of these shares by the selling shareholder, but would receive cash if the backstop warrants are exercised at an exercise price of $1.22 per share. As of January 6, 2026, Largo had 83,673,905 common shares outstanding, with a potential increase to 88,591,938 if all backstop warrants are exercised. The filing highlights Largo’s vanadium and ilmenite operations in Brazil, its investment in vanadium flow battery storage, significant recent financings and debt deferrals, and discloses substantial net losses, working capital deficits, going concern risks, and adverse impacts from higher U.S. tariffs on Brazilian imports.

Largo Inc. has received a binding term sheet for the sale of approximately 4.5 million tons of iron ore calcine for aggregate consideration of US$56 million. This multi-year Ex Works contract is subject to final documentation, amendments to certain commercial terms, and customary closing conditions.

The company describes this proposed sale as a way to provide near-term, non-dilutive liquidity and to optimize its asset portfolio by monetizing a non-core material stream. Largo also notes that the transaction is intended to unlock value from accumulated materials, lower future infrastructure needs for stockpiles, and reduce disposal costs while it continues to focus on its primary vanadium business.

Largo Inc. investors West Family Investments, Inc., Gary West, and Mary West report beneficial ownership of 2,200,845 shares of common stock, or about 2.6% of the class. The shares are held directly by West Investment Holdings LLC and West CRT Heavy, LLC, Delaware limited liability companies managed by the Adviser, which has shared voting and dispositive power over all of these shares and no sole power.

The percentage is based on 83,313,022 Largo common shares outstanding as of November 11, 2025, as disclosed in the company’s recent Form F-3 and Form 424B. This amendment is being filed to report that the reporting persons have ceased to be beneficial owners of more than 5% of the class, and they certify the holdings are not for the purpose of changing or influencing control of Largo Inc.

Largo Inc. has set up an at-the-market equity program to issue and sell common shares with an aggregate offering price of up to US$60,000,000 under its Form F-3 registration statement. The company entered into an at the market offering agreement with H.C. Wainwright & Co., LLC as manager, allowing sales of shares on the Nasdaq Capital Market and certain other U.S. transactions, but not through Canadian markets. Canadian counsel Stikeman Elliott LLP opined that, when issued and paid for in accordance with the agreement, these common shares will be validly issued, fully paid and non-assessable under Ontario and applicable Canadian federal law.