Form 8-K

8-K — HYCROFT MINING HOLDING CORP

Accession: 0001493152-26-040592

Filed: 2026-08-28

Period: 2026-08-27

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: Financial Statements and Exhibits

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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): August 27, 2026

HYCROFT

MINING HOLDING CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

(State

or other jurisdiction

of incorporation)

001-38387

(Commission

File Number)

82-2657796

(IRS

Employer

Identification No.)

P.O.

Box 3030

Winnemucca,

Nevada

(Address

of principal executive offices)

89446

(Zip

Code)

Registrant’s

telephone number, including area code: (775) 304-0260

N/A

(Former

name or former address, if changed since last report.)

Check

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

any of the following provisions (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 Stock Market LLC

Warrants

to purchase Common Stock

HYMCW

The

Nasdaq Stock Market LLC

Warrants

to purchase Common Stock

HYMCL

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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.

August 27, 2026, the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”)

appointed Rebecca A. Jennings, who was previously serving as Senior Vice President, General Counsel, and Corporate Secretary of the Company,

to the role of Executive Vice President, General Counsel and Corporate Secretary of the Company, effective August 27, 2026.

connection with Ms. Jennings’ promotion, the Compensation Committee of the Board approved an amendment to Ms. Jennings’ existing

Employment Agreement with the Company (the “Employment Agreement Amendment”), which includes the following

revised compensation terms: (1) an increase of her annual base salary rate to $450,000, (2) an increase of her target annual cash incentive

bonus to 80% of base salary (with a total opportunity ranging from 0% to 200% of target), (3) an increase in her non-“change in

control” severance benefits payable on a termination without “cause” or for “good reason” to provide for

a cash payment equal to 1.5 times her base salary and 18 months of subsidized medical benefits, and (4) an increase in her severance

benefits payable on a termination without “cause” or for “good reason” within 90 days prior to or one year after

a “change in control” to provide for a cash payment equal 2 times her base salary, a cash payment equal to 2 times the applicable

“Annual Bonus” amount described in her existing Employment Agreement and 24 months of subsidized medical coverage.

addition, on August 27, 2026, Ms. Jennings also received a special grant of restricted stock units (“RSUs”)

under the Company’s 2025 Performance and Incentive Pay Plan in connection with her promotion. The RSUs have a target grant date

value equal to $239,500 and generally vest in annual installments of 33%, 33% and 34% on each of the first, second and third anniversaries

of the grant date, respectively.

The

foregoing summary of the Employment Agreement Amendment is qualified in its entirety by reference to the Employment Agreement Amendment,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

Amendment No. 2 to Employment Agreement with Rebecca A. Jennings

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.

HYCROFT

MINING HOLDING CORPORATION

Date:

August 28, 2026

By:

/s/ Stanton Rideout

Name:

Stanton

Rideout

Title:

Executive

Vice President & Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 2 TO EMPLOYMENT AGREEMENT

This

Amendment No. 2 to Employment Agreement (this “Amendment”) is entered into on August 27, 2026 between Hycroft Mining

Holding Corporation (“Employer”) and Rebecca A. Jennings (“Employee”).

WHEREAS,

Employer and Employee previously entered into an Employment Agreement, dated May 29, 2024, and an Amendment No. 1 to Employment Agreement,

dated March 3, 2025 (collectively, the “Employment Agreement”); and

WHEREAS,

the Company and Executive desire to amend the Employment Agreement to reflect the certain changes related to Employee’s promotion.

NOW,

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows, in each case effective as of August 27, 2026:

1. The

Employment Agreement is amended so that any references to Employee’s role as “Senior

Vice President, General Counsel, and Corporate Secretary” set forth therein shall be

replaced with references to Employee’s role as “Executive Vice President, General

Counsel, and Corporate Secretary.”

2. The

first sentence of Paragraph 4(a) of the Employment Agreement is amended to read as follows:

“The

Company shall pay a base annual salary of US$450,000 (“Base Salary”) to the Employee, payable in accordance with the

normal payroll practices of the Company and which shall be subject to applicable withholdings, deductions and taxes.”

3. Paragraph

4(b) of the Employment Agreement is amended in its entirety to read as follows:

“(b)

Incentive Compensation. The Employee will be eligible to participate in any annual performance bonus plans and long-term incentive

plans established or maintained by the Company for its senior Employee officers. The Employee’s target incentive annual cash bonus

shall be set at 80% of the Employee’s Base Salary, with bonus payments ranging from 0 to 200% of the bonus target based upon specific

individual and corporate performance metrics under any cash bonus plan to be determined from time to time by the Board or Compensation

Committee thereof. Any bonus earned by the Employee will be paid in accordance with the Company’s standard practice, which shall

not be later than March 15 of the year following the end of the calendar year in which the Employee earns and vests in the right to receive

the bonus or compensation as determined by the Board, or the Compensation Committee.”

4. Paragraph

4(e) of the Employment Agreement is amended to replace the reference to “four (4) weeks”

therein with a reference to “five (5) weeks.”

5. Paragraph

5(c)(i) of the Employment Agreement is amended in its entirety to read as follows:

“(c)

An amount in cash equal to 1.5 multiplied by the Employee’s Base Salary. This amount will be paid in equal installments during

the 18-month period after termination in accordance with the Company’s normal payroll practices, provided, however, that any installments

that would otherwise be payable within the first 60 days following the date of the Employee’s termination will be paid to the Employee

on the 60th day following such termination.”

6. Paragraph

5(c)(ii) of the Employment Agreement is amended to replace the reference to “12-month

anniversary” therein with a reference to “18-month anniversary.”

7. The

first sentence of Paragraph 6(a)(i) of the Employment Agreement is hereby deleted and replaced

with the following:

“An

amount equal to 2.0 multiplied by the Employee’s Base Salary.”

8. The

first sentence of Paragraph 6(a)(ii) of the Employment Agreement is hereby deleted and replaced

with the following:

“An

amount in cash equal to 2.0 multiplied by Executive’s Annual Bonus.”

9. Paragraph

6(a)(iii) of the Employment Agreement is amended to replace the reference to “18-month

anniversary” therein with a reference to “24-month anniversary.”

10. This

Amendment may be executed in separate counterparts, each of which shall be deemed an original,

and both of which together shall constitute one and the same instrument.

11. This

Amendment and the Employment Agreement constitute the full and entire understanding and agreement

between the parties with regard to the subjects hereof and thereof.

12. Except

as otherwise provided herein, the Employment Agreement shall continue in full force and effect

in accordance with its terms.

[Signatures

on the following page.]

WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

HYCROFT

MINING HOLDING CORPORATION

By:

/s/ Diane R. Garrett

Name:

Diane R. Garrett

Title:

Executive Chairman and Chief Executive Officer

EMPLOYEE

/s/ Rebecca

A. Jennings

Rebecca

A. Jennings

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