UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2026 (the “Award Date”), the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”), upon recommendation of the Compensation Committee of the Board (the “Committee”) and in consultation with the Company’s independent compensation consultant, approved (i) restricted stock unit (“RSU”) make-whole awards under the Company’s equity incentive plan and certain related cash payments and (ii) a one-time extraordinary bonus, in each case for the Company’s named executive officers identified in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025, as amended on December 19, 2025 (the “NEOs”).
Make-whole Awards (2023–2025 LTI)
Beginning in 2023 and continuing through 2025, due to limited share availability under the Company’s equity incentive plans, the Committee granted long-term equity compensation (“LTI”) awards substantially below the target LTI award levels. Following the stockholder approval of the Company’s new equity incentive plan authorizing 3,500,000 additional shares for equity compensation awards on December 29, 2025, the Board determined that it was appropriate to approve new grants to the impacted LTI participants intended solely to compensate them for the reductions to their cumulative target LTI opportunities for 2023–2025 (the “Make-whole Awards”).
In an effort to align with the vesting periods that were applicable to the corresponding reduced 2023–2025 LTI awards, the Board determined that a portion of the Make-whole Awards would vest on the Award Date. Such immediately vested portion was granted through a combination of (i) fully vested RSUs and (ii) cash payments. The remainder of the Make-whole Awards were granted as RSUs vesting over a 12-month to 24-month period, generally subject to continued employment through each vesting date.
The following table summarizes, for each NEO, the total RSUs granted, the cash awards provided, and the applicable vesting dates. Amounts in the table below reflect the gross amounts of the grants and cash awards prior to any applicable tax withholding.
| NEO | Fully
Vested RSUs | Fully Vested Cash Award | RSUs Vesting on January 27, 2027 | RSUs Vesting on July 27, 2027 | RSUs Vesting on January 27, 2028 | |||||||||||||||
| Diane R. Garrett | 88,035 | $ | 4,532,979 | 238,800 | 195,275 | 96,350 | ||||||||||||||
| Stanton K. Rideout | 44,979 | $ | 2,316,045 | 122,953 | 98,608 | 52,250 | ||||||||||||||
| Rebecca A. Jennings | 15,228 | $ | 784,143 | 45,563 | 38,478 | 20,616 | ||||||||||||||
| David B. Thomas | 17,306 | $ | 891,159 | 45,504 | 35,370 | 18,986 | ||||||||||||||
Extraordinary Bonus Pool
Also on the Award Date, the Board approved the establishment of a one-time extraordinary bonus pool in the aggregate amount of $4.5 million (the “Bonus Pool”) to recognize the leadership team’s execution of transformational financings completed during 2025 and the resulting strengthening of the Company’s liquidity and capital structure. Awards under the Bonus Pool are intended to be non-recurring and do not modify the Company’s regular annual incentive or long-term incentive program design. Bonus Pool awards will be payable in a lump sum, subject to applicable tax withholding, and 50% of each award will be subject to a prorated clawback as approved by the Board in the event the recipient terminates employment within 12 months after payment. The NEOs will receive the following Bonus Pool cash payments:
| Named Executive Officer | Cash Payment | |||
| Diane R. Garrett | $ | 1,500,000 | ||
| Stanton K. Rideout | $ | 850,000 | ||
| Rebecca A. Jennings | $ | 769,000 | ||
| David B. Thomas | $ | 769,000 | ||
The Company expects to pay Bonus Pool awards as soon as practicable following the Award Date, subject to completion of customary administrative processes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYCROFT MINING HOLDING CORPORATION | ||
| Date: January 30, 2026 | By: | /s/ Rebecca A. Jennings |
| Name: | Rebecca A. Jennings | |
| Title: | Senior Vice President and General Counsel | |