Americas Gold & Silver files Form 40-F/A adding PwC consent

Americas Gold and Silver Corporation filed Amendment No. 2 to its Annual Report on Form 40-F to add the Consent of PricewaterhouseCoopers LLP to Amendment No. 1 and to file updated CEO and CFO certifications.

Rhea-AI Filing Summary

Americas Gold and Silver Corporation filed Amendment No. 2 to its Annual Report on Form 40-F to add the Consent of PricewaterhouseCoopers LLP to Amendment No. 1 and to file updated CEO and CFO certifications. The amendment states no other changes were made to Amendment No. 1 and directs readers to read both amendments together. Shares outstanding were 320,418,782 common shares as of December 31, 2025.

The filing also includes an undertaking to make company representatives available to the SEC staff upon request and an exhibit index listing audited financial statements, certifications, consents, and Inline XBRL exhibits.

Key Figures

Shares outstanding: 320,418,782 shares Fiscal year end: December 31, 2025 Original Annual Report filing: March 30, 2026 +2 more

5 metrics

Shares outstanding 320,418,782 shares as of December 31, 2025

Fiscal year end December 31, 2025 annual report period

Original Annual Report filing March 30, 2026 Original Annual Report filed with the SEC

Amendment No.1 filing March 31, 2026 Amendment No. 1 filed with the SEC

Signature date April 2, 2026 Amendment No. 2 signed by CFO Warren Varga

Key Terms

Form 40-F, Consent of PricewaterhouseCoopers LLP, Inline XBRL, Section 12(b)

4 terms

Form 40-F regulatory

"Amendment No. 2 to its Annual Report on Form 40-F"

A Form 40-F is a standardized annual filing used by certain Canadian companies that trade in U.S. markets to give U.S. regulators and investors the same core financial statements and key disclosures they file in Canada. Think of it as a translated, formally packaged annual report that lets investors in a different marketplace compare a company’s results, governance and risks more easily, which reduces uncertainty and helps investment decisions.

Consent of PricewaterhouseCoopers LLP regulatory

"adding Exhibit 99.9, the Consent of PricewaterhouseCoopers LLP"

Inline XBRL financial

"Inline XBRL Instance Document–the instance document does not appear"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Section 12(b) regulatory

"Securities registered pursuant to Section 12(b) of the Act"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Americas Gold and Silver (USAS) Amendment No. 2 do?

Amendment No. 2 adds the Consent of PricewaterhouseCoopers LLP to Amendment No. 1 and submits updated CEO and CFO certifications. It states no other changes were made to Amendment No. 1 and that readers should read the two amendments together.

How many shares of Americas Gold and Silver (USAS) were outstanding?

As of December 31, 2025, the registrant had 320,418,782 common shares issued and outstanding. This figure is provided in the Form 40-F/A as the closing outstanding share count for the annual report period.

Which auditor consent was added in the Form 40-F/A for USAS?

The amendment adds the Consent of PricewaterhouseCoopers LLP as Exhibit 99.9 to Amendment No. 1. That consent is filed herewith and listed among the exhibits in the exhibit index of Amendment No. 2.

Does Amendment No. 2 change financial results or restate prior statements?

No. The amendment explicitly states it does not update, amend, restate or modify the information in Amendment No. 1, other than adding the PwC consent and updated CEO/CFO certifications. No restatement or correction of financial results is indicated.

What exhibits accompany the Americas Gold and Silver Form 40-F/A?

The exhibit index lists audited consolidated financial statements, MD&A, CEO/CFO certificates, the PwC consent, multiple consents from named individuals, and Inline XBRL exhibits (101 instance and taxonomy linkbases). Several exhibits are filed with this amendment.

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Accepted by SEC EDGAR 04/02/2026 - 05:14 PM Learn about SEC filing dates

0001286973trueFYNYA6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 2)

☐     REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒     ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission file number: 001-37982

AMERICAS GOLD AND SILVER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

N/A

 (Translation of Registrant’s Name into English (if applicable))

CANADA

(Province or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code)

N/A

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

145 King Street West, Suite 2870  

Toronto, Ontario, Canada M5H 1J8

(416) 848-9503

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Registered Agent Solutions, Inc.

99 Washington Avenue, Suite 1008

Albany, New York 12260

(888) 705-7274

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Richard Raymer

James Guttman

Dorsey & Whitney LLP

66 Wellington Street West, Suite 3400

Toronto, Ontario M5K 1E6

(416) 367-7388

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		USAS		NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed with this form:
☒ Annual Information Form		☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2025, 320,418,782 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐ 

If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒ 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

Americas Gold and Silver Corporation (the “Company” or the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 40-F for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Annual Report”), for the purpose of adding Exhibit 99.9, the Consent of PricewaterhouseCoopers LLP, to Amendment No. 1 to the Original Annual Report, which was filed with the SEC on March 31, 2026 (“Amendment No. 1”).

Other than the addition to Amendment No. 1 described above and the filing of updated certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant, no other changes have been made to Amendment No. 1 and this Amendment No. 2 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Amendment No. 1, or otherwise update the Amendment No. 1 for any events that have occurred after the Amendment No. 1 was filed with the SEC. Accordingly, this Amendment No. 2 should be read in conjunction with the Amendment No. 1.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.

	AMERICAS GOLD AND SILVER CORPORATION
	By:	/s/ Warren Varga
	Name:	Warren Varga
	Title:	Chief Financial Officer
	Date:	April 2, 2026

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EXHIBIT INDEX

97.1*		Compensation Recovery Policy
99.1*		Annual Information Form of the Company for the year ended December 31, 2025
99.2**		Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2025 and December 31, 2024, together with the report thereon of the independent auditor
99.3*		Management’s Discussion and Analysis for the year ended December 31, 2025
99.4**		Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5**		Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6**		Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7**		Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8*		Mine Safety Disclosure for the year ended December 31, 2025
99.9**		Consent of PricewaterhouseCoopers LLP
99.10*		Consent of Jim Atkinson
99.11*		Consent of Daren Dell
99.12*		Consent of Neil de Bruin
99.13*		Consent of Daniel Hussey
99.14*		Consent of James Stonehouse
99.15*		Consent of Shawn Wilson
99.16*		Consent of Rick Streiff
101.INS**		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Previously filed

**Filed herewith

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