[8-K] McEwen Inc. Reports Material Event

Rhea-AI Filing Summary

McEwen Inc. disclosed grants of stock options to five named individuals: William Shaver (80,000 options), Robert McEwen (170,000 options), Perry Ing (50,000 options), Stefan Spears (40,000 options) and Jeff Chan (40,000 options). The filing furnishes a Form of Stock Option Agreement as an exhibit and includes the Inline XBRL cover page tags. The document is a brief 8-K style disclosure of option awards and related exhibits.

Positive

• Transparent listing of option recipients and exact award sizes (totaling 380,000 options)
• Form of Stock Option Agreement furnished as an exhibit, enabling review of contractual terms when examined

Negative

• Key economic terms missing from the disclosure: vesting schedule, exercise price, and expiration are not stated
• No context on dilution: the filing does not state total shares outstanding or percentage impact of the grants

Insights

Compensation Analyst

TL;DR: The company granted equity incentives to five individuals totaling 380,000 stock options, aligning pay with shareholder value.

These option grants appear directed at senior personnel and likely represent part of routine equity compensation. The total of 380,000 options is explicitly stated by recipient. The filing attaches the standard option agreement form, indicating customary plan documentation rather than an unusual contractual change. From a compensation governance perspective, materiality depends on share count and dilution, which are not provided here. No vesting schedules, exercise prices, or grant rationale are included; those details are required to assess cost, timing, and potential dilution precisely.

Corporate Governance Expert

TL;DR: The disclosure satisfies a reporting obligation by listing option recipients and amounts but lacks key economic terms.

The 8-K lists recipients and option quantities and furnishes the form of option agreement as an exhibit, meeting basic transparency standards for awards. However, absent in the text are grant terms (vesting, exercise price, expiration) and aggregate plan context (total shares authorized or outstanding), which limits evaluation of shareholder impact. For investors assessing governance and potential dilution, those omitted details are material and should appear in subsequent disclosures or the option agreement exhibit.

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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 11, 2025

McEWEN INC.

(Exact name of registrant as specified in its charter)

Colorado		001-33190		84-0796160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

150 King Street West, Suite 2800 Toronto, Ontario, Canada	M5H 1J9
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code:       (866) 441-0690

(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:

¨  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
Common Stock		MUX		New York Stock Exchange

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 11, 2025, the McEwen Inc. (the “Company”) issued under its 2024 Equity and Incentive Plan (the “2024 Plan”) stock options pursuant to a form of Stock Option Agreement to be used by it for awards of options to purchase common stock (“Stock Options”) to eligible participants under the 2024 Plan.

Pursuant to the form of Stock Option Agreement, grants of Stock Options that may be made under the 2024 Plan and form of Stock Option Agreement will be subject to time-based vesting restrictions, with one-third of the applicable award vesting on the anniversary of the grant date, one-third vesting on the second anniversary of the grant date, and the final one-third vesting on the third anniversary of the grant date. In the event the grantee ceases to be employed by or a director of the Company during the applicable option exercise period for any reason other than death or termination for cause, such grantee shall have the ability to exercise that portion of the Stock Options that have vested as of the date of such cessation within three months of such cessation. After such three-month period, any unexercised portion of the Stock Options, including any unvested portion, will expire. If the employment of the grantee is terminated for cause, or in the case of a director grantee, removed for cause, the right to exercise the Stock Options shall automatically expire.

The foregoing description is a summary only of material terms of the form of Stock Option Agreement. The Stock Option Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Investors and other interested parties are encouraged to read the form of Stock Option Agreement in its entirety because each contains important information not summarized above.

The Stock Options granted on August 11, 2025 to the following individuals were granted pursuant to the terms of the Form of Stock Option Agreement above, and will be exercisable until the fifth anniversary of the grant date (subject to the vesting provisions described above) at an exercise price of $10.43.

· William Shaver – 80,000 Stock Options

· Robert McEwen – 170,000 Stock Options

· Perry Ing – 50,000 Stock Options

· Stefan Spears – 40,000 Stock Options

· Jeff Chan – 40,000 Stock Options

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits. The following exhibits are furnished or filed with this report, as applicable:

Exhibit No.		Description
10.1		Form of Stock Option Agreement
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

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.

	McEWEN INC.
Date: August 15, 2025	By:	/s/ Carmen Diges
		Carmen Diges, General Counsel

FAQ

What stock option awards did McEwen Inc. (MUX) disclose?

The company disclosed option grants to five individuals: William Shaver 80,000; Robert McEwen 170,000; Perry Ing 50,000; Stefan Spears 40,000; Jeff Chan 40,000.

Does the filing include the option agreement for MUX grants?

Yes, the filing furnishes a Form of Stock Option Agreement as an exhibit for review.

Are vesting terms or exercise prices disclosed in the 8-K?

No. The provided content does not state vesting schedules, exercise prices, or expiration terms.

What is the total number of options granted in this disclosure?

The disclosure lists a combined total of 380,000 stock options across the five named recipients.

Can I determine dilution impact from this 8-K?

No. The filing does not provide total shares outstanding or the percentage impact, so dilution cannot be calculated from the provided text.