Form 8-K

8-K — HYCROFT MINING HOLDING CORP

Accession: 0001493152-26-022130

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001718405

SIC: 1040 (GOLD & SILVER ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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2026-05-07

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): May 7, 2026

HYCROFT

MINING HOLDING CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

001-38387

82-2657796

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

P.O.

Box 3030

Winnemucca,

Nevada

89446

(Address of Principal Executive

Offices)

(Zip Code)

(775)

304-0260

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A common stock,

par value $0.0001 per share

HYMC

The Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

Appointment

of Executive Chairman

May 7, 2026, the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”) appointed

Diane R. Garrett as Executive Chairman of the Board. Ms. Garrett is the Company’s current Chief Executive Officer.

Appointment

of Lead Independent Director

May, 7, 2026, Thomas S. Weng, the Company’s former Chairman of the Board, was appointed as Lead Independent Director of the Board.

Item

5.07. Submission of Matters to a Vote of Security Holders.

May 7, 2026, the Company held its 2026 virtual annual meeting of stockholders (the

“Annual Meeting”), to vote on the following matters:

Election of Directors

Each

of the following six nominees was elected to serve on the Company’s Board, in accordance with the voting results listed

below, to serve until the Company’s 2026 annual meeting of stockholders or until their successor is elected and qualified.

Nominee

For

Against

Abstain

Broker

Non-Votes

Diane R. Garrett

45,817,437

3,843,815

29,662

16,040,120

Sean D. Goodman

46,123,910

3,526,368

40,636

16,040,120

Michael J. Harrison

42,343,635

7,308,368

38,911

16,040,120

David C. Naccarati

45,823,545

3,841,330

26,039

16,040,120

Thomas S. Weng

44,147,259

5,517,732

25,923

16,040,120

Ratification of Auditors

Stockholders

voted to ratify the Audit Committee’s appointment of Baker Tilly US LLP to serve as the Company’s independent registered

public accounting firm for the year ending December 31, 2026, in accordance with the voting results listed below.

For

Against

Abstain

Broker

Non-Votes

65,146,961

517,658

66,415

Item

7.01. Regulation FD Disclosure.

May 11, 2026, the Company issued a press release announcing the appointments of Ms. Garrett as Executive Chairman and Mr. Weng as Lead

Independent Director.

copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included

in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,

except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not

be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated May 11, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

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.

Dated: May 11, 2026

Hycroft Mining Holding Corporation

By:

/s/ Rebecca

A. Jennings

Rebecca

A. Jennings

Senior

Vice President and General Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Hycroft

CEO Diane R. Garrett Appointed Executive Chairman

WINNEMUCCA,

NV, May 11, 2026 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”),

a U.S.-based gold and silver development company that owns the Hycroft Mine, is pleased to announce that Diane R. Garrett assumed the

position of Executive Chairman, and will continue her role as Chief Executive Officer. The appointment of Ms. Garrett as Executive Chairman

is expected to further align Board and management leadership, enhancing the Company’s ability to execute on its strategy and drive

long-term value. In line with the Company’s growth strategy, Hycroft recently completed a Board review, resulting in this leadership

transition and the initiation of a process to appoint three additional independent directors.

parallel, Hycroft continues to strengthen its leadership team and expects to make additional key hires in the coming months, building

on the recent appointment of Eric Colby as Executive Vice President, Corporate Development. These additions will enhance the Company’s

operational and strategic capabilities as it advances towards production.

Diane

R. Garrett, Chairman and Chief Executive Officer, commented: “On behalf of the Board I would like to thank Thomas Weng for his

instrumental role and guidance as a Hycroft Board Director and former Chairman. Tom made significant and invaluable contributions and

provided leadership during a transformational period in Hycroft’s development, and we look forward to continuing to work with Tom

as Lead Independent Director.

Taking

on the role of Executive Chairman alongside my responsibilities as Chief Executive Officer is a huge privilege and reflects the Board’s

confidence in our strategy and direction. This expanded role strengthens alignment across the Company and supports disciplined execution

as we advance the Hycroft Mine and deliver long-term value for our shareholders by maximizing the potential of our world class Hycroft

mine.

addition, the appointments we are making at both Board and senior management levels will further build out a team with the depth and

experience to support our ambitions. Hycroft is entering an exciting phase in its growth trajectory and today’s announcement reflects

continued momentum as we position the Company for the opportunities ahead.”

About

Hycroft Mining Holding Corporation

Hycroft

Mining Holding Corporation is a US-based gold and silver company exploring and developing the Hycroft Mine, among the world’s largest

precious metals deposits, located in northern Nevada, a Tier-1 mining jurisdiction. In 2023, Hycroft announced the discovery of two new

high-grade silver systems within the known resource area and the Company is engaged in a robust exploration drill program (2025-2026

drill program) designed to expand these two systems in addition to targeting new opportunities. These discoveries represent a significant

value driver for the Hycroft Mine. In addition, after a long history of oxide heap leach operations, the Company is focused on completing

technical studies to transition the Hycroft Mine into a milling operation for processing the sulfide mineralization.

For

further information, please contact:

info@hycroftmining.com

Investor

Relations

Phone:

775-245-0564

www.hycroftmining.com

Media:

Tavistock, Jos Simson / Emily Moss

hycroft@tavistock.co.uk

Phone:

+44 207 920 3150

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements,

other than statements of historical fact, included in this press release and in public statements by our officers or representatives

that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements.

These include, but are not limited to, statements regarding future business strategy, plans and goals, competitive strengths, the advancement

and development of the Hycroft Mine, the results and implications of metallurgical analysis and test work, and the expansion and growth

of our business.

Forward-looking

statements are often identified by future or conditional words such as “estimate,” “plan,” “anticipate,”

“expect,” “intend,” “believe,” “target,” “budget,” “may,” “can,”

“will,” “would,” “could,” “should,” “seeks,” “scheduled to” and

similar words or expressions but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements

are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual

results to differ materially from those reflected in the statements. The risks include, but are not limited to: (i) risks related to

changes in our operations at the Hycroft Mine, including risks associated with the cessation of mining operations at the Hycroft Mine;

uncertainties concerning estimates of mineral resources; risks related to the lack of a completed feasibility study; risks related to

metallurgical test work and process development; and risks related to our ability to re-establish commercially feasible mining and processing

operations; and (ii) industry-related risks, including fluctuations in the price of gold and silver; the commercial success of, and risks

related to, our exploration and development activities; uncertainties and risks related to our reliance on contractors and consultants;

and the availability and cost of equipment, supplies, energy or reagents.

Any

exploration target described in this press release does not represent, and should not be construed to be, an estimate of a mineral resource

or mineral reserve. Ranges of potential tonnage and grade (or quality) of an exploration target are conceptual in nature; there has been

insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration

will result in the estimation of a mineral resource.

These

and other risks may cause actual results to differ materially from those expressed or implied by the forward-looking statements, and

the occurrence of one or more of these events or circumstances, alone or in combination with others, may have a material adverse effect

on our business, cash flows, financial condition and results of operations. Please see the “Risk Factors” outlined in our

Annual Report on Form 10-K for the year ended December 31, 2025, and in other reports filed with the SEC, for more information about

these and other risks.

Given

these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Although we have attempted

to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,

there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements

are based on assumptions that we believe are reasonable when made, forward-looking statements are not guarantees of future performance

and actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements

in this press release.

Any

forward-looking statements made in this press release speak only as of the date of this press release. We undertake no obligation to

update these forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future

events or developments, except as required by law.

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May 07, 2026

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