Convertible note redemption reshapes SSR Mining (NASDAQ: SSRM)

Rhea-AI Filing Summary

SSR Mining Inc. is calling for the redemption of its 2.50% Convertible Senior Notes due 2039, with $227,495,000 aggregate principal currently outstanding. On March 20, 2026, the company will redeem all notes not converted by then at 100% of principal, plus accrued interest and a make-whole premium covering foregone interest payments through April 1, 2026.

Holders may instead convert their notes into common shares at a rate of 56.7931 shares per $1,000 principal until 5:00 PM New York City time on March 19, 2026. If all holders converted, approximately 13 million shares would be issued, a figure already included in the company’s fully diluted share count. The company notes it repurchased about 20 million shares between 2021 and 2024 at an average price of $15.76 and recently received board approval for a share buyback program of up to $300 million.

Insights

Capital structure and credit analyst

SSR Mining is retiring a large convertible note while balancing dilution and cash use.

SSR Mining is moving to redeem its 2.50% Convertible Senior Notes due 2039, with $227,495,000 principal outstanding. On March 20, 2026, any notes not converted will be repaid at par, plus accrued interest and a make-whole premium representing interest that would have been paid through April 1, 2026.

This structure gives noteholders a choice between cash redemption and equity via conversion. The conversion rate of 56.7931 common shares per $1,000 principal implies that, if fully converted, roughly 13 million shares would be issued, a level the company states is already reflected in fully diluted share figures.

The disclosure that about 20 million shares were repurchased between 2021 and 2024 at an average of $15.76, along with a newly approved share buyback program of up to $300 million, frames the redemption alongside an active approach to managing the equity base. Actual impact on leverage and share count will depend on how many holders elect conversion versus cash redemption.

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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):

February 18, 2026

SSR Mining Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

(State or Other Jurisdiction of Incorporation)

001-35455

(Commission File Number)

98-0211014

(I.R.S. Employer Identification No.)

6900 E. Layton Ave., Suite 1300, Denver, Colorado USA 80237

(Address of principal executive offices) (zip code)

(303) 292-1299

(Registrant’s telephone number, including area code)

Not Applicable

(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

Name of each exchange on which registered

Common Shares without par value

SSRM

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 8.01. Other Events.

On February 18, 2026, SSR Mining Inc. (the “Company”) issued a notice of redemption (the “Redemption Notice”) for its $230,000,000 original aggregate principal amount of its 2.50% Convertible Senior Notes due 2039 (the “Notes”). There is currently $227,495,000 aggregate principal of Notes outstanding. The Notes were issued pursuant to an indenture dated as of March 19, 2019 (the “Indenture”), between the Company and the Bank of New York Mellon, as Trustee. Pursuant to the Redemption Notice, on March 20, 2026 (the “Redemption Date”), the Company will redeem all Notes that have not been converted prior to such date and will pay (i) a redemption price equal to 100% of the principal amount of the aggregate principal amount of Notes outstanding (the “Redemption Price”), plus (ii) accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, plus (iii) a make-whole premium equal to the present value of the remaining scheduled payments of interest that would have been made on the Notes to be redeemed had such Notes remained outstanding from the Redemption Date to April 1, 2026, excluding interest accrued to, but excluding, the Redemption Date, which is otherwise paid pursuant to the preceding clause (ii) (the “Make-Whole Premium,” and together with the Redemption Price, the “Total Redemption Amount”). On the Redemption Date, the Total Redemption Amount will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date.

The Notes called for redemption may be converted by holders at any time before 5:00PM New York City time on March 19, 2026 (the “Conversion Deadline”). The Conversion Rate for Notes converted after the date of the Redemption Notice and prior to the Conversion Deadline will be equal to 56.7931 common shares of the Company, without par value (the “Common Shares”), per $1,000 principal amount of the Notes (representing the initial Conversion Rate of 54.1082, which has been adjusted in accordance with the terms and conditions of the Indenture). The Company will settle any conversions occurring after the date of the Redemption Notice and prior to the Conversion Deadline by delivering Common Shares, plus cash in lieu of any resulting fractional shares and accrued and unpaid interest on the Notes to, but excluding the date of conversion, and the Make-Whole Premium.

A copy of the news release is furnished herewith as Exhibit 99.1 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description of Exhibit
99.1						News Release, dated February 18, 2026, announcing notice of redemption for convertible notes.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SSR Mining Inc.

By:

/s/ Eric Gunning

Name:

Eric Gunning

Title:

Senior Vice President, General Counsel and Corporate Secretary

Dated: February 18, 2026

News Release February 18, 2026

SSR MINING ISSUES NOTICE OF REDEMPTION FOR CONVERTIBLE NOTES

DENVER - SSR Mining Inc. (Nasdaq/TSX: SSRM) ("SSR Mining" or the “Company") announces that it has issued a notice of redemption (the “Redemption Notice”) for its $230,000,000 original aggregate principal amount of its 2.50% Convertible Senior Notes due 2039 (the “Notes”). There is currently $227,495,000 aggregate principal of Notes outstanding.

The Notes were issued pursuant to an indenture dated as of March 19, 2019 (the “Indenture”), between the Company and the Bank of New York Mellon, as Trustee. Pursuant to the Redemption Notice, on March 20, 2026 (the “Redemption Date”), the Company will redeem all Notes that have not been converted prior to such date and will pay (i) a redemption price equal to 100% of the principal amount of the aggregate principal amount of Notes outstanding (the “Redemption Price”), plus (ii) accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, plus (iii) a make-whole premium equal to the present value of the remaining scheduled payments of interest that would have been made on the Notes to be redeemed had such Notes remained outstanding from the Redemption Date to April 1, 2026, excluding interest accrued to, but excluding, the Redemption Date, which is otherwise paid pursuant to the preceding clause (ii) (the “Make-Whole Premium,” and together with the Redemption Price, the “Total Redemption Amount”). On the Redemption Date, the Total Redemption Amount will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date.

The Notes called for redemption may be converted by holders at any time before 5:00PM New York City time on March 19, 2026 (the “Conversion Deadline”). The Conversion Rate for Notes converted after the date of the Redemption Notice and prior to the Conversion Deadline will be equal to 56.7931 common shares of the Company, without par value (the “Common Shares”), per $1,000 principal amount of the Notes (representing the initial Conversion Rate of 54.1082, which has been adjusted in accordance with the terms and conditions of the Indenture). The Company will settle any conversions occurring after the date of the Redemption Notice and prior to the Conversion Deadline by delivering Common Shares, plus cash in lieu of any resulting fractional shares and accrued and unpaid interest on the Notes to, but excluding the date of conversion, and the Make-Whole Premium.

If all holders elected to convert their Notes, approximately 13 million common shares would be issued to settle the conversion. These shares have already been reflected in the Company’s fully diluted share count for the purposes of financial reporting. SSR Mining repurchased approximately 20 million shares at an average price of $15.76 per share between 2021 to 2024, and on February 17, 2026, the Company announced Board approval for a share buyback program of up to $300 million.

About SSR Mining

SSR Mining is listed under the ticker symbol SSRM on the Nasdaq and the TSX.

For more information, please visit: www.ssrmining.com.

E-Mail: invest@ssrmining.com

Phone: +1 (888) 338-0046

SSR MINING

FAQ

What did SSR Mining (SSRM) announce regarding its convertible notes?

SSR Mining announced a redemption of its 2.50% Convertible Senior Notes due 2039, with $227,495,000 principal outstanding. Notes not converted by March 19, 2026 will be redeemed on March 20, 2026 at par plus accrued interest and a make-whole premium covering remaining interest to April 1, 2026.

How will SSR Mining (SSRM) calculate the redemption payment on its notes?

On March 20, 2026 SSR Mining will pay 100% of principal on each unconverted note, plus accrued and unpaid interest to, but excluding, the redemption date. It will also pay a make-whole premium equal to the present value of scheduled interest that would have been paid through April 1, 2026.

What is the conversion rate and deadline for SSR Mining’s convertible notes?

Holders can convert their notes any time until 5:00 PM New York City time on March 19, 2026. For conversions after the redemption notice and before that deadline, each $1,000 principal amount converts into 56.7931 common shares, plus cash for fractional shares, accrued interest, and the make-whole premium.

How many SSR Mining (SSRM) shares could be issued if all notes convert?

If all holders elected to convert, SSR Mining states that approximately 13 million common shares would be issued to settle conversions. The company notes these potential shares have already been reflected in its fully diluted share count for financial reporting purposes, limiting surprise dilution.

How does the note redemption relate to SSR Mining’s share buybacks?

SSR Mining reports it repurchased about 20 million shares between 2021 and 2024 at an average price of $15.76. It also recently received board approval for a share buyback program of up to $300 million, positioning the note redemption within a broader capital return and share count management framework.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 8.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB