UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-40333
LARGO INC.
(Translation of registrant's name into English)
1 First Canadian Place,
100 King Street West, Suite 1600
Toronto, Ontario M5X 1G5
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Exhibit Index
| Exhibit | | Description |
| | |
| 99.1 |
|
Material Change Report dated January 21, 2026 |
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: January 22, 2026
LARGO INC.
By: /s/ Daniel Tellechea
Name: Daniel Tellechea
Title: Co-Chief Executive Officer
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Largo Inc. (the "Company")
First Canadian Place
100 King Street West, Suite 1600
Toronto, Ontario, Canada M5X 1G5
Item 2 Date of Material Change
January 8, 2026.
Item 3 News Release
On January 8, 2026, the Company issued a news release indicating the material change, which was disseminated on the Business Wire news service.
Item 4 Summary of Material Change
On January 8, 2026, the Company announced that it established an at-the-market ("ATM") offering (the "ATM Program") permitting issuances of up to US$60 million of common shares on The Nasdaq Stock Market, pursuant to an at the market offering agreement entered into with H.C. Wainwright & Co., LLC ("Wainwright") dated January 7, 2026 (the "ATM Offering Agreement").
Item 5.1 Full Description of Material Change
On January 8, 2026, the Company announced that it established an ATM Program permitting issuances of up to US$60 million of common shares on The Nasdaq Stock Market. Pursuant to the ATM Offering Agreement, sales of common shares under the ATM Program, if any, will be made through HCW, acting as the sole sales agent, at prevailing market prices at the time of sale, subject to market conditions and accordance with applicable securities laws. No sale of common shares under the ATM Program will be made in Canada or over or through the facilities of the Toronto Stock Exchange or any other exchange or market in Canada.
The Company views the ATM Program as an opportunity to provide additional financial flexibility and allow Largo to access the capital markets opportunistically, subject to market conditions, for working capital and general corporate purposes.
The Company filed a registration statement on Form F-3 (File No. 333-291472), including a base shelf prospectus, and a prospectus supplement with the U.S. Securities and Exchange Commission relating to the ATM Program.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Further information regarding the matters described in this report may be obtained from Daniel Tellechea, Co-Chief Executive Officer & Director, at 416-861-9797 or info@largoinc.com.
Item 9 Date of Report
January 21, 2026.
