A Message from Your President and CEO

Hecla has a remarkable legacy of operational excellence,

innovation, and a strong commitment to responsible mining

and sustainable practices.

 Table of Contents

 Notice of 2026 Annual Meeting

 of Shareholders

To the Shareholders of Hecla Mining Company:

NOTICE IS HEREBY GIVEN that this year’s Annual Meeting of Shareholders (together with any adjournment or postponement thereof, the “Annual Meeting”) of Hecla Mining Company (“we,” “our,” “us,” “Hecla,” or the “Company”) will be held virtually at www.virtualshareholdermeeting.com/HL2026 on Thursday, May 21, 2026, beginning at 10:00 a.m. (PDT) for the following purposes:

Shareholders will also transact with such other business as may be brought properly before the Annual Meeting.

Given Hecla’s desire to maximize the accessibility of the Annual Meeting for its shareholders, Hecla will be conducting the Annual Meeting virtually. A virtual Annual Meeting offers all shareholders the equal ability to attend and participate in the Annual Meeting, regardless of geographic location. At the virtual Annual Meeting, registered shareholders, non-registered (or beneficial) shareholders and their duly appointed proxyholders will be able to participate, ask questions and vote in “real time” through an online portal. Non-registered (or beneficial) shareholders must carefully follow the procedures set out in the Proxy Statement that accompanies this Notice of 2026 Annual Meeting of Shareholders (this “Notice”) if they wish to have the registered shareholder of the shares they own beneficially appoint them as a proxyholder in order to be able to vote at the virtual Annual Meeting and ask questions through the live webcast. Non-registered (or beneficial) shareholders who do not follow the procedures set out in the Proxy Statement that accompanies this Notice, along with other stakeholders who do not own common shares, will nonetheless be able to view a live webcast of the Annual Meeting but will not be able to ask questions or vote. Hecla believes that a virtual Annual Meeting gives all registered shareholders and their proxies an equal opportunity to participate. Hecla hopes that hosting a virtual Annual Meeting will increase participation by its shareholders and their proxies as it will enable shareholders and their proxies to attend the Annual Meeting more easily regardless of their geographic location or the particular constraints or circumstances they may be facing.

It should be noted that the vast majority of our shareholders vote in advance of the Annual Meeting by proxy and are encouraged to continue to do so via the various channels outlined in this Proxy Statement. The virtual Annual Meeting does not change registered shareholders’ ability to vote by proxy. However, those shareholders that wish to participate in the virtual Annual Meeting or to appoint a proxy to participate in the virtual Annual Meeting, are encouraged to carefully read the instructions in this Proxy Statement and in particular the procedure for appointing a proxy. To participate and vote your shares, please see How can I attend the Annual Meeting on page 94 for additional information.

The Board of Directors has fixed the close of business on March 25, 2026 as the record date (“Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. A list of the shareholders of record entitled to vote at the Annual Meeting will be available for review by any shareholder, for any purpose related to the Annual Meeting, between 7:00 a.m. and 4:30 p.m. PDT at Hecla Mining Company, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho 83815, for a period of 10 days ending on the day before the date of Annual Meeting. The list will also be available to shareholders at www.virtualshareholdermeeting.com/HL2026.

PLEASE REVIEW THIS PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 21, 2026. This Notice, the Proxy Statement that accompanies this Notice and our 2025 Annual Report on Form 10-K are available at (i) our website at https://www.hecla.com under “Investors” and then selecting “Shareholder Information” and (ii) the Securities and Exchange Commission website at www.sec.gov/edgar, or www.proxyvote.com.

We are mailing our “Notice of Internet Availability of Proxy Materials” to shareholders on or about April 10, 2026, which contains instructions on how to access our Proxy Statement and 2025 Annual Report on Form 10-K (“Proxy Materials”) online. We are also mailing a full set of our Proxy Materials to shareholders who previously requested paper copies of the materials.

By Order of the Board of Directors

Tami D. Whitman, CCGP

Assistant Secretary

April 10, 2026

 Proxy Statement Summary

Items of Business

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information you should consider. You should read this entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025.

The Board is asking you to vote on the following actions at the Annual Meeting:

BOARD HIGHLIGHTS

Left to right (front): Dean R. Gehring, Alice Wong, Rob Krcmarov, Jill Satre, and Mark P. Board.

Left to right (back): Charles B. Stanley, and Catherine J. Boggs (Chair)

2025 Performance and Highlights

 Shareholder Engagement

We have long believed that the delivery of long-term value requires regular dialogue with, and accountability to, our shareholders. As a result, our management team participates in numerous investor meetings throughout the year to discuss our business and strategic priorities. These meetings include in-person, telephonic, and webcast engagements, as well as investor conferences, and can occur in a group or one-on-one settings. Our core shareholder engagement team includes the head of our Human Resources department, Vice President – Sustainability, Senior Vice President – General Counsel and Secretary, Vice President – Strategy and Investor Relations, and Assistant Secretary. If requested by a shareholder, our chairpersons of each committee of the Board are available to join any shareholder engagement.

		1 Solicit and receive feedback from shareholders on governance practices and trends, Board composition, executive compensation, sustainability, human capital management, and other shareholder priorities.
		2   Hecla’s engagement team reports to the Board to review shareholder feedback and use information gathered from the winter engagement to, when appropriate, enhance disclosures and revise our governance practices, executive compensation program, sustainability practices or other programs and policies.
		3   Engage with institutional holders, analysts, and other investors during the year on other topics of interest. In 2025, management conducted approximately 20 presentations for analysts and investors, held approximately 175 one-on-one and group meetings with investors, and hosted four quarterly conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responds to questions from investors and analysts by telephone and email throughout the year.
		4 Receive and publish voting results from annual meeting which helps shape our ongoing improvements and developments in governance practices, executive compensation, sustainability, and other shareholder interest areas.

In the first quarter of 2026, we sought engagement with 36 of our largest shareholders (representing approximately 306.6 million shares, and the two proxy advisory firms. We had two shareholders request a meeting (representing approximately 68.8 million shares) and one proxy advisory firm and six shareholders responded that they did not feel any engagement at the time was needed.

Corporate Governance

In our corporate governance discussions during our shareholder engagement, we typically discuss our Board composition, tenure, and diversity. Since 2021, we have added five new directors to our Board, including three in 2024, and one in 2025, thereby reducing the average tenure of the Board to approximately 5.7 years. Also, out of our seven directors, three are women. We will continue to look for and add more directors as needed.

We also discussed three of our corporate governance features that may have an anti-takeover effect on the Company: (i) the inability of shareholders to call special meetings; (ii) our classified Board structure; and (iii) supermajority voting provisions in our Restated Certificate of Incorporation and Bylaws. In prior years, we have proposed amendments to our Restated Certificate of Incorporation and Bylaws to revise these three provisions, but the voting results have never been close to sufficient to implement these changes (the required vote to change these provisions is 80% of the outstanding shares). During our shareholder engagement we have unanimously heard that due to (i) the repeated failure of proposals to change these provisions at past annual meetings of our shareholders; (ii) the desire to improve the format and readability of our Proxy Statement; and (iii) the resources involved in printing and mailing a lengthier Proxy Statement, there are no objections if we do not include these proposals for consideration at our Annual Meeting.

The Board will continue to assess evolving best practices in corporate governance matters, including the subjects of the prior proposals discussed above. In future years, we may again include one or more of these proposals on the agenda for an annual meeting of our shareholders. Furthermore, the Board will continue to consider any formal proposals and other feedback that we receive from shareholders. And, we will continue our shareholder engagement efforts so that we can understand and appropriately react to the evolving viewpoints of our shareholders on corporate governance and other matters.

 Sustainability

At Hecla, sustainability is central to our business strategy and long-term value creation. Our approach integrates environmental, social, and governance (“ESG”) performance factors into decision-making and is measured against recognized global benchmarks, including the Sustainability Accounting Standards Board metals and mining standards, the Task Force on Climate-Related Financial Disclosures, the Global Reporting Initiative, and the Mining Association of Canada’s Towards Sustainable Mining protocols. We also align our priorities with the United Nations Sustainable Development Goals, which are most relevant to our industry. Transparency is a cornerstone of our efforts, and we annually publish a Sustainability Report on our website at https://www.hecla.com under “Sustainability” to provide stakeholders with updates on our progress.

In April 2025, Patrick M. Malone joined the Company as Vice President of Sustainability, bringing immediate organizational impact by becoming a member of the Executive Leadership team. Throughout the year, he focused on expanding our team of environmental professionals, adding expertise spanning operations, compliance and permitting, land management, closure design, reclamation, and stakeholder engagement. Drawing on diverse scientific, engineering, government affairs, and communications backgrounds, the corporate sustainability team is positioned to advance our sustainability goals at every level of the organization.

Sustainability Oversight

Oversight of sustainability is embedded at the highest levels of Hecla’s governance structure. Two Board committees share primary responsibility. The Health, Safety, Environmental and Technical Committee (“HSET Committee”) oversees sustainability risks, strategic plans, and operational progress, with a focus on the technical and operational factors that could affect our activities. The Governance and Social Responsibility Committee (“Governance Committee”) reviews and recommends policies on external sustainability matters, including corporate strategy, stakeholder engagement, and reputation. Each committee’s work complements the other, ensuring comprehensive oversight of sustainability risks and opportunities.

At the executive level, the Vice President of Sustainability, Senior Vice President and Chief Operating Officer, and Senior Vice President and General Counsel each report directly to the President and CEO and are responsible for implementing the Company’s ESG programs. At our operations, our Vice Presidents – General Managers, and other employees work toward achieving sustainability goals.

Sustainability Pillars

Environmental

ENVIRONMENTAL MANAGEMENT

Responsible mining shapes every decision we make—from how we design our operations to how we engage with the communities where we live and work. We hold ourselves to rigorous environmental and safety standards, and we believe that modern mining, done right, can leave land, water, and air in better condition than we found them. That commitment to environmental stewardship is not just a goal for future generations—it drives the work we do every day.

As the largest silver producer in the United States, Hecla stands at the crossroads of the most consequential forces reshaping the global economy. Silver is no longer simply a precious metal—it is an industrial imperative. Its unmatched electrical conductivity makes it indispensable to the infrastructure powering artificial intelligence and data centers, the solar panels and electric vehicles accelerating the energy transition, the semiconductors and 5G networks connecting the modern world, and the medical devices and defense systems safeguarding human health and national security.

The demand driving silver is structural, not cyclical—and we believe Hecla is uniquely positioned to meet it responsibly. Across every operation, we work to reduce freshwater and energy consumption, lower greenhouse gas emissions, and restore land once mining is complete—because the way we produce these metals matters as much as the metals themselves.

CLIMATE CHANGE

Hecla recognizes that climate-related risks may present challenges to mining operations, including the potential for more frequent and extreme weather events such as droughts and intense rainfall. These events can increase water management challenges, reduce freshwater availability, and heighten operational risks. To mitigate concerns, we integrate climate-related risks into our enterprise risk management framework.

Our goal is to conduct structured high-level risk assessments at least every three years that incorporate climate considerations and identify site-specific management action plans. Each plan is assigned to site management teams, tracked against defined performance metrics, and reported quarterly to the Board’s HSET Committee. This process ensures that climate-related risks are proactively managed and that opportunities for resilience and adaptation are embedded into our long-term strategy.

Social

WORKER SAFETY AND HEALTH

LOCAL COMMUNITIES

Hecla has long been a trusted partner in the communities where we operate, providing significant social and economic benefits through responsible mining. We are the largest private-sector employer and property taxpayer in Juneau, Alaska (Greens Creek), Mullan, Idaho (Lucky Friday), and the Yukon Territory (Keno Hill). Many of these operations have been part of their communities for generations, creating enduring relationships and shared prosperity.

Hecla is especially proud to partner with the University of Idaho and North Idaho College on Idaho’s first Bachelor of Science in Geological Engineering program, contributing industry insight to help shape the curriculum and sharing the mining industry’s future workforce needs.

HUMAN CAPITAL MANAGEMENT

The Women’s Advisory Committee (the “WAC”) is a newly launched, cross-portfolio initiative at Hecla dedicated to improving workplace culture, policies, and career development for women across all Hecla operations. The WAC is chaired by our Vice President – Finance and Treasurer, and brings together members from Greens Creek, Lucky Friday, Keno Hill, and Corporate to ensure a broad range of perspectives are represented.

The WAC has direct access to executive leadership and is supported by two Executive Leadership Team sponsors (Sr. Vice President – COO and Vice President – Sustainability), who advocate at the executive level on the WAC’s behalf. Recommendations are reviewed quarterly by leadership, with outcomes communicated back to the wider organization. Key focus areas include:

Rather than aspirational programs, the WAC is focused on delivering practical, measurable improvements. Its work is grounded in a clear business case—women represent a growing segment of the mining and engineering workforce, and targeted efforts to recruit and retain them are essential to Hecla’s long-term competitiveness.

We also invest in education and professional development. Our tuition reimbursement program assists employees pursuing further education, while site-specific initiatives—such as online training at Lucky Friday, vocational scholarships and internships at Greens Creek, and OEM training programs—help employees expand their skills. Ongoing professional development is a cornerstone of our culture of innovation and continuous improvement, with employees actively participating in industry associations and knowledge networks.

Hecla’s commitment to human rights extends across all operations and supply chains. As detailed in our Sustainability Policy, we conduct business in alignment with the United Nations Universal Declaration of Human Rights and the Guiding Principles on Business and Human Rights, ensuring equal employment opportunities and compliance with labor laws in all jurisdictions where we operate.

WORKFORCE & BOARD COMPOSITION

At Hecla, our commitment to diversity is not aspirational—it is measurable, and it starts at the top. In 2017, no women sat on our Board. Today 43% of our directors are women, including Board Chair, Catherine J. Boggs, who was elected in 2022. Our Board’s Governance and Social Responsibility Committee actively champions diversity of gender, age, race, ethnicity, and cultural background—not as a checkbox, but as a driver of better decision-making.

Mining has historically been a male-dominated industry, and we are working to change that. Women now make up 10% of our total workforce and 32% of our professional and managerial roles—progress we are building on through active support of programs such as Women in Mining, where Hecla employees hold leadership roles in local chapters, serve as committee chairs and officers, and participate in networking and educational programs.

Our respect for the communities where we operate is also embedded in how we do business. Hecla’s Code of Conduct requires every employee to respect local cultures, uphold individual dignity, and reflect our core values across every country where we work—because inclusion does not stop at the mine gate.

Governance

GOVERNANCE POLICIES AND STRUCTURES

Strong governance is the foundation of Hecla’s sustainability strategy and ensures accountability across all levels of the organization. Oversight of sustainability matters is shared between two Board committees. The HSET Committee focuses on operational risks, technical requirements, and sustainability issues that could affect the Company’s activities. The Governance Committee addresses external sustainability matters, including policy development, stakeholder engagement, and corporate reputation. Together, these committees provide comprehensive oversight and ensure that sustainability risks and opportunities are managed effectively.

At the executive level, sustainability implementation is led by senior leaders including the Vice President – Sustainability, Senior Vice President and Chief Operating Officer, and Vice President of Human Resources, all of whom report directly to the President and CEO. Site-level managers and employees are responsible for executing sustainability initiatives, ensuring alignment between corporate strategy and local operations. Performance is measured against recognized global standards, and progress is disclosed transparently through our annual Sustainability Reports.

ENTERPRISE RISK MANAGEMENT

Hecla’s Enterprise Risk Management (“ERM”) framework aligns with the Company’s strategic goals, with the Board holding ultimate responsibility for risk oversight and Hecla’s executive officers accountable for maintaining a dynamic, integrated ERM process. The ERM Committee oversees the ERM framework and ensures that risk identification and mitigation strategies align with the Company’s capital allocation priorities and long-term value creation goals. Hecla’s ERM program is structured around identified risks organized across strategic themes, spanning operational, financial, geopolitical, commodity, regulatory, environmental, cybersecurity, and human capital exposures, as well as emerging risks and opportunities. The Board receives a formal ERM presentation at each quarterly meeting and, where warranted, in-depth briefings on specific risk topics to support substantive Board-level engagement.

CYBERSECURITY

As cyber threats grow in frequency and sophistication, protecting Hecla’s information and operational technology systems remains a Board-level priority. We invest substantial resources in cybersecurity defenses aligned with leading industry standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework, and NIST 800-53.

The Board receives cybersecurity updates at each quarterly meeting, covering the effectiveness of technical and human security controls, training program compliance, and emerging risks—both internal and third-party. The Audit Committee receives additional in-depth briefings on the overall cybersecurity program, strategy, and risk landscape on a periodic basis.

Hecla maintains a comprehensive cyber risk management program designed to identify, assess, and mitigate threats before they escalate. In the event of an incident, our Incident Response Plan provides a clear framework for rapid assessment, containment, and remediation, enabling management and the Board to respond decisively and minimize impact to the company and its stakeholders.

PUBLIC POLICY

Hecla recognizes that sustainability extends beyond internal operations and requires engagement with external stakeholders and policymakers. Through the Governance Committee, the Board reviews and recommends policies that address broader sustainability issues, including regulatory developments, industry standards, and stakeholder expectations. This oversight ensures that Hecla’s public policy positions are consistent with our corporate values.

 Corporate Governance

We are committed to effective corporate governance that reflects our values and supports our strategic and financial objectives and performance. We maintain high standards for all employees, officers, and directors, recognizing the significance of sound corporate governance. Our corporate governance practices are generally reflected in our Bylaws, Corporate Governance Guidelines, Code of Conduct, Whistleblower Policy, and Board committee charters.

Electronic Access to Corporate Governance Documents

Our corporate governance documents are available on our website at https://www.hecla.com by selecting the tab titled “Company” and then selecting the tab titled “Governance & Ethics.” These include:

Shareholders may also request a free copy of these documents from: Investor Relations, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408; (208) 769-4100.

Corporate Governance Guidelines and Code of Conduct

The Board has adopted Corporate Governance Guidelines and a Code of Conduct in accordance with the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) corporate governance standards. The Corporate Governance Guidelines were adopted by the Board to assist the Board in making its independence determination to ensure that the Board adequately performs its function as the overseer of management, and to help ensure that the interests of the Board and management align with the interests of our shareholders.

We believe that operating with honesty and integrity has earned trust from our shareholders, credibility within our communities and dedication from our employees. Our directors, officers and employees are required to abide by our Code of Conduct to promote the conduct of our business in a consistently legal and ethical manner. Our Code of Conduct covers many topics, including conflicts of interest, confidentiality, fair dealing, proper use of the Company’s assets, and compliance with laws, rules, and regulations. In addition to the Code of Conduct for directors, officers and employees, our President and CEO, Senior Vice President – Chief Financial Officer, Vice President – Principal Accounting Officer, and site controllers are also bound by a separate Code of Ethics.

The Governance Committee has adopted procedures to receive, retain, and react to complaints received regarding possible violations of the Code of Conduct, and to allow for the confidential and anonymous submission by employees of concerns regarding possible violations of the Code of Conduct. Our employees may submit any concerns regarding apparent violations of the Code of Conduct to their supervisor, our Senior Vice President – General Counsel and Secretary, the Chair of the Audit Committee, or through our website submission page or telephone hotline (both of which have the option to remain anonymous).

Our Code of Conduct includes an anonymous telephone hotline and secure website that employees can use to report allegations of Code violations or other misconduct. In 2025, we received one such report, which was investigated and addressed.

Whistleblower Policy

We have a Whistleblower Policy adopted by our Audit Committee that encourages our employees, suppliers, contractors, shareholders, customers, or other stakeholders (collectively, “stakeholders”) to report to appropriate Company representatives, without fear of retaliation, any information relating to possible fraud or questionable accounting, internal controls, or auditing matters. Stakeholders may confidentially submit any concerns to the Company’s Senior Vice President – General Counsel and Secretary, or through an anonymous third-party telephone hotline and online reporting system. The goal of this policy is to discourage illegal activity and business conduct that damages Hecla’s reputation, business interests, and our relationship with stakeholders.

The Whistleblower Policy utilizes the same reporting system described on the previous page as part of our Code of Conduct.

Communications with the Board

Stakeholders wishing to communicate with our Board Chair or with the independent directors as a group may do so by delivering or mailing the communication in writing to: Board Chair, c/o Secretary, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and overseen in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stakeholders may communicate with the Board or its members. Please refer to our website at https://www.hecla.com, selecting the tab titled “Company” and then the tab titled “Governance & Ethics,” for any changes in this process.

Board Leadership Structure

Currently, separate persons hold the positions of President and CEO and Board Chair. The Board believes this structure is optimal for the Company at this time because it allows the President and CEO to focus on leading the Company’s business and operations, and the Board Chair to serve as a sounding board and advisor to the President and CEO, and to lead the activities of the Board. The Board has also determined that having this structure ensures a greater role for the independent directors in the oversight of the Company, and it enhances the Board’s independence and, we believe, senior management’s accountability to the Board.

In the future, if the individual elected as Board Chair also were to be the President and CEO, the independent directors would elect an Independent Lead Director for a one-year term. This would help ensure continued robust independent leadership of the Board.

Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting and were held at each regularly scheduled Board meeting in 2025. The Board Chair chairs the executive sessions. Our independent directors meet in executive sessions without management present unless the independent directors request their attendance. For the foregoing reasons, we have determined that our leadership structure is appropriate in the context of our specific circumstances.

Board Refreshment

In accordance with our Corporate Governance Guidelines, the Governance Committee reviews annually the composition and size of the Board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets, and experience. Our Board currently consists of seven members, six of whom the Board has affirmatively determined are independent. Stephen F. Ralbovsky retired from the Board in February 2026, and the Board contemporaneously decreased the size of the Board from eight to seven. There are two current Class I directors whose terms will expire at the Annual Meeting: Rob Krcmarov and Dean R. Gehring (who was added to the Board in May 2025 after the retirement of George R. Johnson). Since 2021, we have recruited five new Board members (71% of the Board), reflecting our continued process of Board refreshment. These five additions to our Board are consistent with our objective to have a Board with expansive and diverse experience, a deep understanding of the challenges and opportunities associated with our business and a focus on value creation and sustainability for the benefit of all stakeholders. Our director recruitment efforts are ongoing and further additions to the Board are anticipated.

Board Refreshment Timeline

Identifying and Evaluating Nominees for Director

Director Selection Process

The Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance Committee is responsible for ensuring that the composition of the Board accurately addresses the needs of our business. In the event vacancies are anticipated, or arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders, or other persons. Consideration of new director nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Governance Committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the Board for appointment until such time as they stand for election by our shareholders.

While not a formal policy, Hecla’s nomination practice calls for consideration of backgrounds, viewpoints, skills, and experiences. The Governance Committee endeavors to actively seek out candidates to include in the pool from which Board nominees are chosen. While the Governance Committee and our Board prioritize maintaining a Board that is comprised of directors with a diverse set of skills, backgrounds, experiences, and perspectives, they also recognize the importance of balancing these qualifications with the overall tenure of directors in their long-term approach to Board refreshment. The fresh viewpoints and philosophies newer directors bring, coupled with the valuable experience and institutional knowledge the longer-tenured directors possess, benefits the Board and its overall contribution to the Company and our shareholders.

Since 2021, the Board has added five highly qualified directors (seven since 2016) who bring insight to areas such as mining, international business, acquisitions, operations, legal, risk management, geology, engineering, finance, and tax. We have one longer-tenured director (Mr. Stanley) who has extensive knowledge of our operations and the perspective of overseeing our business activities through economic cycles and across differing competitive environments, as well as having extensive experience serving as a chief executive officer.

We hold the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving us the benefit of familiarity and insight into our affairs that our directors have accumulated during their tenure. Recent additions to the Board provide new perspectives and diversity, while our directors who have served for a number of years, bring experience, continuity, institutional knowledge, and insight into the Company’s business and industry. Directors with relevant business and leadership experience provide the Board with a useful perspective on business strategy and significant risks, and an understanding of the challenges facing the business. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent directors who continue to (i) satisfy the Governance Committee’s criteria for membership on the Board, (ii) make important contributions to the Board, and (iii) consent to continue their service on the Board. Directors should also be able to commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced.

The Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole, and contains at least the minimum number of independent directors required by applicable laws and regulations. Board members should possess such attributes and experience as are necessary for the Board as a whole and contain a broad range of personal characteristics, including diversity of backgrounds, management skills, mining, accounting, finance, and business experience. Our current directors exhibit an effective mix of skills, experience, diversity, and perspective. Summarized below is a description of why each core competency is important for service on Hecla’s Board.

DIRECTOR SKILLS, EXPERIENCE, TENURE, AGE, AND DIVERSITY MATRIX

SKILLS & EXPERIENCE DEFINITIONS

Director Skills and Experience

CEO Experience/Public Company Executive

Corporate Governance

Environmental and Social Responsibility

Finance

Geology, Mining and Engineering

Industry Knowledge and/or Experience

International Business

Legal and Compliance

Risk Management

Strategic Planning, Business Development & Business Operations. Expertise

Human Capital Management

Cybersecurity and Technology

Additional Qualifications and Information

Audit Committee Financial Expert

Public Company Board Service

Board Tenure, Age and Diversity

Tenure

2

9

1

1

1

19

5

Age

73

71

58

61

46

67

66

Racial/Ethnic Diversity

Caucasian

Asian

Gender

M

F

M

M

F

M

F

In general, and as more fully outlined in our Bylaws and Corporate Governance Guidelines, in evaluating director candidates for election to our Board, the Governance Committee will: (i) consider if the candidate satisfies the minimum qualifications for director candidates as set forth in the Corporate Governance Guidelines; (ii) consider factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; (iii) consider the contribution of each

candidate to the diversity of backgrounds, experience and competencies which the Board desires to have represented, with such diversity being considered among the other desirable attributes of the Board; (iv) assess the performance of an incumbent director during the preceding term; (v) consider each candidate’s ability to devote sufficient time and effort to his or her duties as a director; (vi) consider a candidate’s independence and willingness to consider all strategic proposals; (vii) consider any other criteria established by the Board and any core competencies or technical expertise necessary to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties; and (viii) determine whether there exists any special, countervailing considerations against nomination of the candidate.

Director Qualifications, Evaluation, and Nomination

The Governance Committee believes nominees for election to the Board should also possess certain minimum qualifications and attributes. The nominee must: (i) exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices; (ii) not be involved in ongoing litigation with the Company or be employed by an entity engaged in such litigation; and (iii) not be the subject of any ongoing criminal investigations in the jurisdiction of the United States, any state, or internationally, including investigations for fraud or financial misconduct.

In connection with the director nominees who are up for election at the Annual Meeting, the Governance Committee also considered the nominee’s role in: (i) overseeing the Company’s efforts in complying with its SEC disclosure requirements; (ii) assisting in improving the Company’s internal controls and disclosure controls; (iii) assisting with the development of the strategic plan of the Company; and (iv) working with management to implement the Company’s strategic goals and plans. Directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. Our Bylaws and Corporate Governance Guidelines provide that a director will not be nominated for re-election after their 75^th birthday.

In addition to fulfilling the above criteria, each nominee for election to the Board at the upcoming Annual Meeting brings a strong and unique background and set of skills to the Board, giving the Board competence and experience in a wide variety of areas, including corporate governance, senior leadership, legal, geology, accounting, finance, mining, exploration, and board service. The Governance

Committee has reviewed the nominees’ overall service to the Company during their terms, including the number of meetings attended, level of participation and quality of performance.

Majority Voting for Directors and Director Resignation Policy

Our Bylaws provide that our directors are elected by the affirmative vote of a majority of the votes cast, except that if the number of nominees exceeds the number of directors to be elected, directors then will be elected by a plurality vote. Our Corporate Governance Guidelines include a director’s resignation policy. The policy provides that any director who is not elected by a majority of votes cast shall tender his or her resignation to the Governance Committee. The Governance Committee will recommend to the Board whether to accept or reject the resignation offer, or whether another action should be taken. In determining whether to recommend that the Board accept any resignation offer, the Governance Committee is entitled to consider all factors believed relevant by it. The Board will act on the Governance Committee’s recommendation within 90 days following certification of the election results. In deciding whether to accept the resignation offer, the Board will consider the factors considered by the Governance Committee and any additional information and factors that the Board finds relevant. If the Board accepts a director’s resignation offer pursuant to this process, the Governance Committee will recommend it to the Board and the Board will thereafter determine whether to fill such vacancy or reduce the size of the Board. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either the Governance Committee or the Board with respect to his or her own resignation offer. If a director’s resignation is not accepted by the Board, the director shall continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.

Diversity

Although the Governance Committee does not have a formal diversity policy for board membership, it does consider whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board as a whole through, among other things, diversity in professional background, education, gender, age, race and ethnicity. The Company’s Corporate Governance Guidelines provide the Board should include individuals with a diverse range of experiences to give the Board depth and breadth in the mix of skills represented. The Board seeks to include diversity in professional experience, skills, industry background, race/ethnicity, national origin, and gender, as well as the ability of directors (and candidates for director) to devote sufficient time to performing their duties in an effective manner.

Number of Directors

Our Bylaws require the Board to have not less than five nor more than nine members. The size of the Board may be increased or decreased within that range from time-to-time by resolution approved by the affirmative vote of a majority of the entire Board. The Board currently has seven members. On February 19, 2026, the Board decreased the size of the Board from eight to seven due to the retirement of Stephen F. Ralbovsky.

Board’s Role in Oversight of Strategy and Risk Management

Our Board is engaged and involved in overseeing our strategy and takes an active role in risk oversight. The Audit Committee is responsible for overseeing our internal controls over financial reporting and reviewing our enterprise risk management program (“ERM Program”). The Governance Committee is responsible for overseeing corporate governance risks and opportunities. In addition, the HSET Committee supports the furtherance of Hecla’s commitment to adopt best practices in mining operations, promote a healthy and safe work environment and advance environmentally sound and socially responsible resource development. The Board:

In 2025, we made significant advancements in formalizing and adding a structured approach to ERM. Our ERM Program identifies and analyzes enterprise-level risks and their potential impact on our business. The objectives of our ERM Program are to:

The Board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our Board Chair regularly meets with our President and CEO on a variety of matters, including business strategies, opportunities, key challenges, and risks facing the Company, as well as management’s risk mitigation strategies. Senior management attends all regularly scheduled Board meetings where they conduct presentations on various matters involving our operations and are available to address any questions or concerns raised by the Board on risk management-related or other matters. Following consideration of the information presented by management, the Board provides feedback and makes recommendations, as needed, which is designed to help minimize the Company’s risk exposure. To the extent any risks identified by each standing committee of the Board are material or otherwise merit discussion by the whole Board, the respective committee chair will raise such risks at the next scheduled meeting of the Board, or sooner if merited.

For the foregoing reasons, we have determined that our risk oversight is appropriate in the context of our specific circumstances, risk management efforts, and the Board’s administration of its oversight function. The chart below provides an overview of the allocation of risk management responsibilities among the Board committees.

The Charters for each of these committees, can be found at https://www.hecla.com, and then selecting the tab titled “Company” and then selecting “Governance & Ethics.”

Succession Planning

The Compensation Committee is responsible for overseeing the Company’s succession planning process for our President and CEO and other key senior executives and annually reviews the Company’s succession plans with input from the President and CEO and the Company’s Vice President – Human Resources. In 2025, the Company enhanced its succession planning framework to provide a more structured and systematic process and increased visibility for the Board. The Committee reviews succession plans with input from the President and CEO and the Company’s Vice President – Human Resources and discusses these plans with the Board on a regular basis. The criteria used when assessing the qualifications of potential President and CEO successors include, among others, strategic vision and leadership, operational experience, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board.

Emergency Succession Plan

Long-term Succession Plan

Committees of the Board and Committee Assignments

The Board has six standing committees: Audit; Compensation; Governance and Social Responsibility; HSET; Executive; and Non-Executive Stock Award. Information regarding these committees is provided below. Except for the Executive Committee and Non-Executive Stock Award Committee, all committees are composed entirely of independent directors. The members of each committee are identified below, along with the number of meetings held in 2025.

Current Committee Members

Primary Responsibilities

assist the Board in fulfilling its oversight responsibilities;

 

review the integrity of our financial statements;

 

review the independent auditor’s qualifications and independence;

 

review the performance of our internal auditor and the independent auditor;

 

review our compliance with laws and regulations, including disclosure controls and procedures;

review financial risks;

 

oversee the performance of the Company’s independent registered public accounting firm and internal auditor;

 

review the qualifications and independence of the Company’s independent registered public accounting firm; and

 

oversee the effectiveness of the Company’s internal controls over financial reporting.

All members of the Audit Committee are financially literate.

Ms. Wong and Ms. Boggs each serve on the audit committee of one other publicly held company.

All members of the Audit Committee are independent.

Three of the four Audit Committee members are financial experts.

See Report of the Audit Committee on page 38 for additional information.

Current Committee Members

Primary Responsibilities

discharge the Board’s responsibilities relating to compensation of the Company’s executive officers;

 

approve the design of our compensation program;

 

approve compensation levels and programs for the executive officers, including the CEO;

administer the Company’s cash-based and equity-based incentive compensation plans; and

 

administer our stock-based plans.

All members of the Compensation Committee are independent.

See The Compensation Committee Process and the Role of Management and Human Resources Department on page 47 for more information.

Current Committee Members

Primary Responsibilities

periodically review our Corporate Governance Guidelines and other corporate procedures to ensure compliance with laws and regulations;

 

review any director candidates, including those nominated or recommended by shareholders;

 

identify individuals qualified to become directors consistent with criteria approved by the Board;

 

recommend to the Board the director nominees for the next annual meeting of shareholders, any special meeting of shareholders, or to fill any vacancy on the Board;

review the appropriateness of the size of the Board relative to its various responsibilities;

 

recommend committee assignments and committee chairs for the standing committees for consideration by the Board;

 

recommend policies, programs, practices, metrics, performance indicators, and progress concerning ESG matters to the Board; and

 

recommend to the Board any action on ESG and related matters that may be required or considered advisable.

All members of the Governance and Social Responsibility Committee are independent.

See Sustainability and Corporate Governance on pages 7 and 11 for more information.

Current Committee Members

Primary Responsibilities

review operational and exploration performance;

 

review operational, reserve, and other technical risks;

 

review and monitor health, safety, and environmental policies;

 

review the implementation and effectiveness of compliance systems;

 

review the effectiveness of health, safety and environmental policies, systems, and monitoring processes;

review audit results and updates from management with respect to health, safety, and environmental performance;

 

review emerging health, safety and environmental trends in legislation and proposed regulations affecting the Company;

 

review the technical activities of the Company; and

 

make recommendations to the Board concerning the advisability of proceeding with the exploration, development, acquisition, or divestiture of mineral properties and/or operations.

Current Committee Members

Primary Responsibilities

empowered with the same authority as the Board in the management of our business, except for certain matters enumerated in our Bylaws and Delaware law, which are specifically reserved to the whole Board.

Current Committee Members

Primary Responsibilities

empowered with the authority to make awards under the Hecla Mining Company 2010 Stock Incentive Plan to employees of the Company or any of its direct and indirect

Board and Committee Independence; Audit Committee Financial Expert

Our Corporate Governance Guidelines provide that the Board will have a majority of directors who meet the criteria for independence as defined in the NYSE rules. Based on information solicited from each director, and upon the advice and recommendation of the Governance Committee, our Board annually determines the independence of each of our directors in connection with the nomination process. Further, in connection with the appointment of any new director to the Board during the year, our Board makes the same determination. In making its recommendation to the Board, the Governance Committee, with assistance from the Company’s Secretary, evaluates responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest between such director, the Company, management, the independent registered public accounting firm, and the internal audit firm. In its review of director independence, the Governance Committee considers the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the Company, management, the independent registered public accounting firm, and the internal auditor.

In February 2026, our Board affirmatively determined that all current directors (other than Mr. Krcmarov) have no material relationship with the Company and are independent according to the NYSE listing standards. The Board has determined that each member of the Audit, Compensation, and Governance Committees has no material relationship with the Company and they each satisfy the independence criteria (including the enhanced qualifications with respect to members of the Audit Committee and Compensation Committee) set forth in the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Ms. Satre, Mr. Stanley, and Ms. Wong qualify as “Audit Committee Financial Experts,” as such term is defined by the rules of the SEC.

Directors are expected to immediately inform the Board of any material change in their circumstances or relationships that may impact their independence.

Compensation Committee Procedures

The Compensation Committee has the sole authority to set compensation for our NEOs, including annual compensation amounts and Short-term Incentive Plan and Long-term Incentive Plan criteria, evaluate the performance of our NEOs, and make awards to our NEOs under our stock incentive plans. The Compensation Committee also reviews and approves any proposed plan or arrangement providing for incentive, retirement, or other compensation to our NEOs and oversees our assessment of whether our compensation practices are likely to expose the Company to material risks. In addition, the Compensation Committee annually recommends to the Board the slate of NEOs for the Company, periodically reviews the functions of our NEOs, and makes recommendations to the Board concerning those functions.

2025 Board Meetings and Attendance

Directors are expected to make every effort to attend the Annual Meeting, all Board meetings, and the meetings of the committees on which they serve. During 2025, there were six meetings of the Board. With the exception of Mr. Gehring who joined the Board in May 2025, each director attended 100% of the Board meetings and the committee meetings in which they are a member. With the exception of Mr. Gehring, all members of the Board attended last year’s Annual Meeting of Shareholders, which was held in May 2025.

Director Onboarding and Continuing Education

We conduct a comprehensive onboarding program with incoming directors to introduce them to Hecla and our management, business model, corporate strategy, financial condition, corporate organization, and governance practices.

Ongoing education for all directors is conducted throughout the year through discussions and presentations by subject matter experts (i.e., tailings, reclamation, etc.), mine site visits, and other events. Directors have contact with leaders throughout the organization. They receive information to assist in the performance of their duties as directors and committee members, as applicable, including quarterly updates concerning legal, regulatory, accounting, tax, finance, cybersecurity, compliance, and governance developments. These activities collectively help to ensure that new directors become, and existing directors remain, knowledgeable about the most important issues affecting our Company and our business. We also reimburse directors for attendance at external director education programs, membership in director organizations, and subscriptions to publications concerning governance and other relevant matters.

Board and Committee Self-Evaluation Process

Our Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Board and each committee of the Board conducts a self-evaluation of its performance and effectiveness. The Governance Committee oversees the annual self-evaluation process on behalf of the Board.

The evaluations cover a broad range of topics, including Board and committee composition (encompassing skills, background, and experience); review of key areas of focus and effectiveness in overseeing those responsibilities; satisfaction of director performance, including that of the Board Chair; information needs and quality of materials presented; and areas where the Board should increase its focus. The evaluations also address satisfaction with Board and committee schedules, agendas, time allocated for topics, and the encouragement of open communication and discussion; access to management, experts, and internal and external resources; oversight of the financial reporting process and internal control procedures; ethics and compliance; the Company’s strategic direction and annual operating plan; succession planning; the selection and evaluation process of Board candidates; and the understanding of risks.

Enhancement of the Evaluation Process. In 2025, the Governance Committee undertook a review of the evaluation process and approved a phased approach to strengthening it. Beginning in 2026, the Board intends to implement a new board assessment survey along with a formal director self-assessment. In 2027, the process is expected to expand further to include peer-to-peer evaluations, providing each

director with individual feedback from fellow Board members. To ensure independence and objectivity, the enhanced process will be administered by a third party. These enhancements reflect the Board’s commitment to continuous improvement in governance practices and its recognition that individual accountability and peer perspective are important complements to group self-assessment.

Shareholder Proposals for the 2027 Annual Shareholders’ Meeting

Our Bylaws establish procedures governing the nomination of individuals for election to our Board, and the proposal of business to be considered by our shareholders at an annual meeting of shareholders. For nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to our Secretary. To be timely, shareholders’ notice must be delivered to our:

Secretary

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

Above is only a summary, and you should refer to the shareholder proposal requirements in our Bylaws.

Our Bylaws provide that the chairperson of the meeting (unless there is no Board Chair or the Board Chair is absent), shall have the power and duty to determine whether a nomination or any business proposed to be brought before an annual meeting of shareholders was made in accordance with the procedures set forth in the Bylaws and, if any proposed nomination or business is not in compliance with the Bylaws, to declare that such defective proposal shall be disregarded. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.

 Proposal 1

 Election of Two Class I Directors

In May 2025, after the Company’s 2025 annual shareholder meeting, George R. Johnson retired as a member of the Board. At the same time, the Board appointed Dean R. Gehring to the Board as a Class I director.

In accordance with our Restated Certificate of Incorporation, the Board is divided into three classes. The terms of office of the directors in each class expires at separate times. There are two Class I directors whose terms will expire at the Annual Meeting: Rob Krcmarov and Dean R. Gehring.

At a meeting held by the Governance Committee in February 2026, the committee determined that Messrs. Krcmarov and Gehring were qualified candidates to stand for reelection at the Annual Meeting. The Board designated each as nominees for election as directors of the Company, each for a three-year term expiring in 2029 and until their successors are elected and qualified or until their earlier death, resignation, or removal.

Mr. Gehring, who was appointed to the Board in May 2025, is a mining engineer with over 30 years of experience in the mining industry. He is currently a board advisor at Allonnia, a bioengineering company innovating recovery, tailings, and environmental solutions for the mining industry. He previously held executive roles at leading mining companies, including Chief Technology Officer for Newmont and President and CEO of Rio Tinto Minerals. He has been honored with the Society for Mining, Metallurgy & Exploration’s (SME) Ben F. Dickerson Award in recognition of his professionalism and contributions to the mining industry. The Governance Committee and Board determined that Mr. Gehring was independent under the NYSE listing standards, and appointed Mr. Gehring to serve on the Compensation and Health, Safety, Environmental & Technical Committees.

It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FOR the election of Rob Krcmarov and Dean R. Gehring as Class I directors. If Mr. Krcmarov or Mr. Gehring becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees.

Biographical Information

Set forth below is biographical information for the two Class I director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that such nominees should continue to serve as a director. There are no family relationships among any of our directors or executive officers.

Our Board includes individuals with strong backgrounds in senior leadership and management, legal, geology, accounting, finance, and company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business.

Current Class I Nominees for Election to the Board – Terms Ending at the 2026 Annual Meeting

If elected, the two Class I nominees will serve for a three-year term ending in 2029 and until their successors are elected and qualified or until their earlier death, resignation, or removal. The two Class I nominees are as follows:

Class I Members of the Board – Term Ending at the 2026 Annual Meeting

Mr. Krcmarov was appointed our President and Chief Executive Officer in November 2024 and is a member of the Board of Directors. Prior to joining Hecla, he worked in various leadership roles at Barrick Gold Corporation beginning in 2001, including serving on the executive leadership team for 13 years. His most recent role at Barrick was as Executive Vice President – Exploration and Growth from March 2016 to November 2021. Mr. Krcmarov has over three decades of industry experience. He has been a member of the board for Orla Mining Ltd. since November 2023. He also served on the boards of Coeur Mining, Inc. from December 2023 to September 2024, Osisko Gold Royalties Ltd. from October 2022 to October 2024, and Major Drilling Group International Inc. from September 2022 to October 2024.

Board Qualification and Skills

Mr. Krcmarov is a geologist and experienced international mining executive who has held mine site, regional and corporate leadership roles in his 35-year career in the natural resources industry. He worked extensively as a geologist in the field of exploration and on mine sites. His international experience spans many countries in five continents and more than 20 countries including the United States, Canada, Russia, China, Japan, Indonesia, Papua New Guinea, Pakistan, Saudi Arabia, Tanzania, Zambia, Mali, Chile, Peru, Argentina, Ecuador, Guyana, and Colombia, among others. He has a strong record running efficient and safe operations, evaluating new business opportunities, conducting effective community relations, and engaging in constructive dialogue with institutional investors, financial markets, board members, government officials, and other stakeholders. His leadership capabilities span mineral exploration, drilling operations, mining operations, change management, research and development, and strategic planning.

Mr. Gehring was appointed to Hecla’s Board of Directors in May 2025. He has been a board advisor for Allonnia, a bioengineering company innovating recovery, tailings, and environmental solutions for the mining industry since November 2024. He has previously held executive roles at leading mining companies, such as Newmont Corporation, including Executive Vice President and Chief Integration Officer from June 2023 to July 2024, Executive Vice President and Chief Development Officer from July 2022 to June 2023, and Executive Vice President and Chief Technology Officer from June 2019 to June 2022. He also served in several executive positions at Rio Tinto, including President and CEO of Rio Tinto Minerals from October 2014 to August 2016, and Vice President Operations from May 2012 to October 2014. He was the engineering Manager at the Grasberg Mine for Freeport Indonesia from July 2001 to December 2012, and the Projects Manager at Freeport Indonesia from January 2000 to June 2001. He has a B.S. in Mining Engineering and an MSc in Project Management from the University of Aberdeen. He is a professional engineer and a project management professional.

Board Qualification and Skills

Mr. Gehring is a mining engineer with over 30 years of experience in the mining industry.

Required Vote

Pursuant to our Bylaws, each nominee for election as a Class I director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting (with abstentions and broker non-votes not counted as votes cast), whether in person or by proxy. See What Votes are Required for the Proposals on page 97.

You may vote “FOR,” “AGAINST,” OR “ABSTAIN” on the nominees for election as directors.

						The Board recommends that shareholders vote “FOR” the election of Rob Krcmarov and Dean R. Gehring as Class I directors.

Our directors whose terms are not expiring this year follow. They will continue to serve as directors for the remainder of their terms and until their respective successors are elected and qualified or until their earlier death, resignation, or removal.

Continuing Class II Members of the Board – Term Ending at the 2027 Annual Meeting

Ms. Boggs served as our Interim President and Chief Executive Officer between May 2024 and November 2024. Previously she was the General Counsel at Resource Capital Funds from January 2011 until her retirement in February 2019. Since November 2019, she has been serving as an Intermittent Expert in mining with the US Department of Commerce’s Commercial Law Development Program. She was a board member of Funzeleo from January 2016 to September 2021, as well as briefly serving on the board of U.S. Energy Corp. from June 2019 to December 2019. She has served as a board member of Capital Limited since September 2021 and is an Adjunct Professor at the University of Denver, Sturm College of Law.

Board Qualification and Skills

Ms. Boggs has over 40 years’ experience as an attorney in the mining and natural resources sectors, in both domestic and international mining. She has experience in leadership in the mining industry, having worked for Barrick Gold Corporation, serving in a variety of leadership roles, including serving as the Chief Executive Officer of Tethyan Copper Company, interim President of the African Business Unit, and as interim General Counsel of African Barrick Gold. She also has experience in due diligence, country and political risk assessments, and the structuring and implementation of risk mitigation strategies.

Mr. Board has been President of M Board Mining Consulting, LLC since 2020, where he provides engineering consulting services to the international mining industry. He served as Vice President – Innovation and Technical Services for Hecla Limited, a subsidiary of the Company, from June 2014 until his retirement in June 2020. Prior to that, he acted as a consulting engineer for Itasca Consulting Group where he provided mine evaluation, mine design and stability assessments for underground and open pit mines worldwide.

Board Qualification and Skills

Mr. Board has over 46 years’ experience as a mining and geotechnical engineer. His particular specialty is design of deep underground mines and caving operations. He holds a PhD in Geological Engineering from the University of Minnesota and is an elected Member of the US National Academy of Engineering.

Class III Members of the Board – Term Ending at the 2028 Annual Meeting

Mr. Stanley served as Independent Lead Director of Hecla from May 2024 to November 2024. He has been the Managing Member of Cutthroat Energy, LLC since April 2019. Prior to that, Mr. Stanley served as Chief Executive Officer and President of QEP Resources, Inc. from May 2010 until his retirement in January 2019, and Chairman of the Board of QEP Resources, Inc. from May 2012 until his retirement in January 2019.

Board Qualification and Skills

Mr. Stanley has over 42 years’ experience in natural resources, including international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources. He gained his extensive financial experience from a lengthy career with QEP Resources, Inc., and prior companies. In addition to his former position at QEP Resources, Inc., Mr. Stanley served in numerous other senior leadership positions, including Chief Executive Officer and President of QEP Midstream Partners, LP, and Chief Operating Officer of Questar Corporation. He served on the board of QEP Resources, Inc. for eight years and as Chair of the Board from 2012 until his retirement in 2019. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for eight years and has served on the boards of various oil and gas industry trade organizations.

Ms. Wong served as Senior Vice President and Chief Corporate Officer of Cameco Corporation, one of the largest global providers of uranium fuel, from July 2011 to June 2024 and then as Senior Advisor to the CEO until her retirement in October 2024. She was Cameco’s Vice President of Safety, Health, Environment, Quality and Regulatory Relations from 2008 to 2011, and Vice President of Investor, Corporate and Government Relations from 2005 to 2008. She joined the board of Precision Drilling Corporation in 2024. She also served on the board of SaskEnergy Corporation from 2016 to 2023, Mining Association of Canada from 2016 to 2024, Canadian Nuclear Association from 2013 to 2024, and Saskatchewan Mining Association from 2013 to 2024. In 2021, Ms. Wong was named a Catalyst Honours Champion in recognition of her significant contributions to advancing women and championing inclusion in the workplace and being a role model for inclusive leadership in corporate Canada.

Board Qualification and Skills

Ms. Wong was with Cameco for more than 35 years, served in increasingly senior leadership roles, and gained a wealth of experience from her diverse responsibilities. In her former role as Senior Vice President and Chief Corporate Officer, she provided executive oversight for human resources, safety, health, environment, quality, regulatory relations, business technology services, supply chain management, internal audit, and corporate ethics. She also has experience in digital transformation as well as oversight of IT and cyber risk management. She obtained her Corporate Directors Designation (ICD.D) from the ICD Rotman Director’s Education Program.

Ms. Satre served as the Vice President Internal Audit & Corporate Compliance at TC Energy Corporation, a major North American energy company from March 2023 to March 2026. Prior to that she was a partner at PricewaterhouseCoopers (“PwC”) from July 2015 to February 2023 and held various leadership roles at PwC beginning in September 2000.

Board Qualification and Skills

In her position with TC Energy, she provided strategic direction and oversight of corporate compliance programs, enterprise risk management, internal audit, and internal controls over financial reporting. With her two decades of working at PwC, she brings a breadth of experience in resource extraction industries, including mining and energy. Ms. Satre holds a Chartered Professional Accountant designation in Alberta, Canada and is an inactive Certified Public Accountant (“CPA”) in California, US.

 Compensation of Independent

 Directors

The Compensation Committee (“committee”) of the Board is responsible for recommending to the independent members of the Board the form and amount of compensation for our independent directors. The independent members of the Board consider the committee’s recommendation and make the final determination of independent director compensation.

Compensation for independent directors is designed to reflect current market trends and developments with respect to compensation of Board members. It consists of a combination of cash retainers and an equity award.

Compensation Consultant and Peer Group Benchmarking

In 2025, the committee did not retain an independent compensation consultant to review director compensation. In 2025, the Company’s human resources department analyzed our independent director’s compensation against our peer group. The human resources department recommended no changes to the independent director’s compensation in 2025.

Components of Independent Director Compensation

Annual cash retainers are paid in quarterly installments. Other than annual cash retainers and equity, no other attendance fees are paid to the independent directors.

Equity Compensation

We maintain the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors (the “Director Stock Plan” or the “Plan”). If the amendment described under Proposal 4 is not adopted, the plan is scheduled to terminate on May 15, 2027, and is subject to termination by the Board at any time. Pursuant to the plan, before September 30 of each year, each independent director is credited with a number of shares determined by dividing the annual equity retainer payable to each independent director for service on the Board for the following year by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year (the “Stock Retainer”). A minimum of 25% of the annual Equity Grant under the Director Stock Plan is contributed to a grantor trust established by the Company. Each director may elect, prior to the first day of the applicable year, to have a greater percentage contributed to the grantor trust for that year. The remaining portion of the Equity Grant will be transferred to the independent director as soon as practicable. Independent directors joining the Board after September 30 of any year will be credited with a pro rata grant of shares when they join the Board.

The shares held in the grantor trust are subject to the claims of our creditors until delivered under the terms of the Director Stock Plan. Delivery of the shares from the trust occurs upon the earliest of: (i) death or disability; (ii) retirement from the Board; (iii) a cessation of the director’s service for any other reason; (iv) a change in control of the Company (as defined in the Director Stock Plan); or (v) a time elected by the director, except shares must be held in the trust for at least two years prior to delivery. As of December 31, 2025, there were 1,874,764 shares remaining available for issuance under the Director Stock Plan.

The following chart summarizes the annual cash and equity compensation for our independent directors during 2025.

Independent Director Compensation for 2025

Other

The Company covers directors under its overall director and officer liability insurance policies, as well as reimbursing them for travel, lodging, and meal expenses incurred in connection with their attendance at Board and committee meetings, meetings of shareholders, and for traveling to visit our operations or other Company business. Directors are eligible, on the same basis as Company employees, to participate in the Company’s matching gift program, pursuant to which the Hecla Charitable Foundation matches contributions made to qualifying nonprofit organizations. Beyond these items, no other compensation was paid to any independent director.

Independent Director Stock Ownership Guidelines

To more closely align the Company’s independent directors’ financial interests with those of our shareholders, in June 2012, the Board adopted stock ownership guidelines for our independent directors. Under these guidelines, each independent director is required to own shares of common stock (which includes shares held under the Director Stock Plan) valued at three times their annual cash retainer within five years of their appointment to the Board. In the event an independent director’s cash retainer increases, they will have three years from the date of the increase to acquire any additional shares needed to meet these guidelines.

Because of fluctuations in the Company’s stock price, in February 2016, the Board amended the stock ownership guidelines to provide a valuation methodology that consists of valuing the shares held by using the average closing price of the Company’s common stock on the NYSE for the previous calendar year. Because share prices of all companies are subject to market volatility, the Board believes that it would be unfair to require a director to buy more shares simply because Hecla’s stock price drops. In the event there is a significant decline in Hecla’s stock price that causes a director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but they generally may not sell or transfer any shares until the threshold has again been achieved.

As of December 31, 2025, Messrs. Board, Stanley, Ralbovsky, as well as Ms. Boggs and Ms. Wong met the guidelines. Ms. Satre and Mr. Gehring are not yet required to meet the minimum shareholdings. At the time of his retirement in May 2025, George R. Johnson, had met the guidelines.

Additional information regarding shares held by the independent directors is included in the Security Ownership of Certain Beneficial Owners and Management table on page 91.

 Proposal 2

 Ratify the Appointment of BDO USA, P.C. as our

 Independent Registered Public Accounting Firm for 2026

The Audit Committee is solely responsible for the appointment, compensation, retention, evaluation, and termination, if necessary, of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee appointed BDO USA, P.C. (“BDO”) as the independent registered public accounting firm for Hecla for the calendar year ending December 31, 2026. BDO has been retained in that capacity since 2001. The Audit Committee is aware that some may believe a long-tenured auditor poses an independence risk. To address these concerns, the Audit Committee:

The members of the Audit Committee believe that the continued retention of BDO to serve as our independent registered public accounting firm is in the best interests of Hecla and our shareholders.

Although ratification is not required, the Board and the Audit Committee are submitting the appointment of BDO as our independent registered public accounting firm for 2026 to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm, and as a matter of good governance practice. In the event our shareholders fail to ratify the appointment, it will be considered as a direction to the Board and to the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interest of the Company and its shareholders.

Representatives of BDO are expected to be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from shareholders present at the meeting.

Required Vote

Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to ratify the selection of BDO USA, P.C. as our independent registered public accounting firm for 2026. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting (with abstentions and broker non-votes not counted as votes cast), whether in person or by proxy. See What Votes are Required for the Proposals on page 97.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026.

						The Audit Committee and Board recommend shareholders vote “FOR” ratifying the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2026.

Pre-Approval Process

The Audit Committee is responsible for reviewing and, if appropriate, pre-approving all audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee charter authorizes the Audit Committee to establish a policy and related procedures regarding the pre-approval of audit-related and non-audit services to be performed by our independent registered public accounting firm.

The Audit Committee has delegated its pre-approval authority to the Chair of the Audit Committee, who is authorized to pre-approve services to be performed by our independent registered public accounting firm and the compensation to be paid for such services until the next regularly scheduled meeting of the Audit Committee, provided that in such case, the Chair shall provide a report to the Audit Committee at its next regularly scheduled meeting of any services and compensation approved by the Chair pursuant to the delegated authority. On a periodic basis, management reports to the Audit Committee the actual spending for projects and services compared to the approved amounts. All audit-related services performed by our independent registered public accounting firm in the calendar year ended December 31, 2025, were approved by the Audit Committee.

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by BDO for the audit of our annual financial statements for the calendar years ended December 31, 2025 and 2024, and fees for other services rendered by BDO during those periods.

Report of the Audit Committee

The Audit Committee acts under a written charter, which was amended in February 2026. You may obtain a copy of the charter in the “Company” section of https://www.hecla.com under “Governance & Ethics.”

In the performance of its oversight responsibilities, the Audit Committee (1) reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the calendar year ended December 31, 2025; (2) discussed with BDO the matters required to be discussed by the applicable requirements of the PCAOB and SEC; (3) received the written disclosures and the letter from BDO required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence; and (4) discussed with BDO any relationships that may impact its objectivity and independence and satisfied itself as to the firm’s independence. During 2025, the Audit Committee worked with management, our Director of Internal Audit, and BDO to address Sarbanes-Oxley Section 404 internal control requirements. The Audit Committee met five times in 2025.

Company management is responsible for the assessment and determination of risks associated with the Company’s business, financial reporting, operations, and contractual obligations. The Audit Committee, together with the Board of Directors, is responsible for oversight of the Company’s management of risks. As part of its responsibilities for oversight of the Company’s management of risks, the Audit Committee has reviewed and discussed the Company’s enterprise-wide risk assessment, and the Company’s policies with respect to risk assessment and risk management, including discussions of individual risk areas as well as an annual summary of the overall process.

The Audit Committee has discussed with both Hecla’s Director of Internal Audit and BDO the overall scope of the plans for their respective audits. The Audit Committee regularly meets with a representative of the firm hired to serve as Hecla’s Director of Internal Audit and representatives of BDO, in regular and executive sessions, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of Hecla’s financial reporting and compliance programs.

Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal controls over financial reporting and the preparation of the Company’s financial statements. BDO is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. BDO is also responsible for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting and issuing a report thereon. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and BDO. Based on the review and discussion and the representations made by management and BDO, the Audit Committee recommended to the Board that the audited consolidated financial statements for the calendar year ended December 31, 2025, be included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2025, and filed with the SEC.

The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (“Exchange Act”), whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates this Audit Committee Report by reference therein.

Respectfully submitted by

The Audit Committee of the

Board of Directors

Stephen F. Ralbovsky, Chair⁽¹⁾

Catherine J. Boggs

Jill Satre⁽²⁾

Charles B. Stanley

Alice Wong

 Proposal 3

 Approval, on an Advisory Basis, of our Named Executive

 Officer Compensation for 2025

Our Board seeks your vote to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers (“NEOs”) for 2025 as set forth under the heading Compensation Discussion and Analysis (CD&A) on page 42, and related material. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation as a whole. The Board believes that our current NEO compensation program is right for the Company and our shareholders. The program is designed to attract, retain, and motivate talented individuals who possess executive experience and the leadership skills needed by the Company to maintain and increase shareholder value. We seek to provide NEO compensation that is competitive with that provided by companies in our peer group within the mining industry. We also seek to provide both short- and long-term financial incentives to our NEOs that reward them for superior performance and achieving financial results and strategic objectives that are expected to contribute to increased long-term shareholder value.

Underlying these incentives is a strong philosophy of “pay-for-performance” that forms the foundation of decisions regarding the compensation of our NEOs. This compensation philosophy, which has been consistent over many years, is designed to align the interests of our NEOs with the interests of our shareholders and is central to our ability to attract, retain and motivate executive leaders to guide the Company through market challenges over the long term.

The primary methods we use to align the interests of our NEOs with our shareholders include:

In 2025, of our shareholders who voted, 97% voted in favor of our NEO compensation program. In advance of the Annual Meeting, we conducted a shareholder engagement campaign to speak directly with some of our shareholders to discuss any concerns they had with our executive officer’s compensation. Our shareholder engagement campaign and any related changes, if any, to our NEO compensation program are described in more detail in the section entitled “Shareholder Engagement” starting on page 43.

In considering how to vote on this proposal, we urge you to review the relevant disclosures in this Proxy Statement, particularly the CD&A section, which contains detailed information about our NEO compensation program. We have held our “Say-on-Pay” advisory vote annually since 2011. The next required shareholder vote to recommend the frequency of such votes is expected to occur in 2029.

The Board and the Compensation Committee value the opinions of our shareholders and to the extent there are significant votes against the NEO compensation as disclosed in this Proxy Statement, the Compensation Committee will carefully review and consider the voting results when evaluating our NEO compensation program.

We are asking shareholders to approve the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, described in the CD&A, Summary Compensation Table for 2025, and the related compensation tables and narrative in the Proxy Statement for the Company’s 2026 Annual Shareholders’ Meeting, is hereby APPROVED.”

Required Vote

The advisory vote on NEO compensation in 2025 requires the affirmative vote of a majority of votes cast at the Annual Meeting (with abstentions and broker non-votes not counted as votes cast), whether in person or by proxy. See What Votes are Required for the Proposals on page 97.

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs.