Form 8-K/A

8-K/A — HECLA MINING CO/DE/

Accession: 0001437749-26-010330

Filed: 2026-03-30

Period: 2026-03-25

CIK: 0000719413

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Financial Statements and Exhibits

Documents

8-K/A — hl20260330_8ka.htm (Primary)

EX-99.2 — EXHIBIT 99.2 (ex_938948.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: hl20260330_8ka.htm · Sequence: 1

hl20260330_8ka.htm

Form 8-K/A date of report 03-25-26

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0000719413

2026-03-25

0000719413

hl:CommonStockParValue025PerShareCustomMember

2026-03-25

0000719413

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2026-03-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2026

HECLA MINING CO/DE/

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-8491

77-0664171

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6500 North Mineral Drive

Suite 200

Coeur D'Alene, Idaho

83815-9408

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (208) 769-4100

(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:

☐

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

Common Stock, par value $0.25 per share

New York Stock Exchange

Series B Cumulative Convertible Preferred Stock, par value $0.25 per share

HL-PB

New York Stock Exchange

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 ☐

If 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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Hecla Mining Company (the "Company") with the U.S. Securities and Exchange Commission on March 25, 2026 (the "Original Report"), solely to include the unaudited pro forma condensed consolidated financial information required pursuant to Item 9.01(b). This Amendment does not otherwise revise the Original Report in any way.

As previously reported in the Original Report, on March 25, 2026, the Company completed the sale of all of the issued and outstanding shares of its wholly-owned subsidiary, Hecla Quebec Inc. ("HQI"), to 17629346 Canada Inc., an affiliate of Orezone Gold Corporation. The transaction was previously announced by the Company on January 26, 2026 and disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2026.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Company's unaudited pro forma condensed consolidated financial information and related notes for the years ended December 31, 2025, 2024 and 2023 and as of December 31, 2025, are attached as Exhibit 99.2 hereto and incorporated by reference herein.

(d) Exhibits

Exhibit

Number

Description

99.2

Unaudited pro forma condensed consolidated financial information and related notes for the years ended December 31, 2025, 2024 and 2023 and as of December 31, 2025*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

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.

Hecla Mining Company

Date:

March 30, 2026

By:

/s/ David C. Sienko

David C. Sienko

Sr. Vice President & General Counsel

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ex_938948.htm · Sequence: 2

ex_938948.htm

Exhibit 99.2

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated financial information contained herein is prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed consolidated financial statements were prepared to give effect to the disposal by Hecla Mining Company ("us", "we", the "Company" or "Hecla") of our wholly-owned subsidiary Hecla Quebec Inc. disposal (the "disposal"). The disposal will be presented as a discontinued operation in our Consolidated Financial Statements.

On January 26, 2026, we announced that we had entered into a material definitive agreement for the disposal of our Hecla Quebec Inc. subsidiary which owns the Casa Berardi segment and various exploration properties in Quebec, Canada to an affiliate of Orezone Gold Corporation ("Orezone") for up to $593 million in total consideration comprised of the following:

●

Cash consideration of $160 million due upon closing;

●

Equity consideration of approximately 65.8 million Orezone common shares, to be issued upon closing;

●

Deferred cash consideration of $30 million and $50 million to be paid at 18 months and 30 months, respectively, from closing; and

●

Contingent consideration of up to $241 million consisting of:

Production-based royalty payments of up to $211 million ($80/ounce for the first 500,000 ounces, then $180/ounce thereafter from open pit operations)

Permit receipt payment of $20 million upon grant of permits

Gold price-linked payment of up to $10 million at gold prices exceeding $4,200/ounce.

Under the terms of the transaction, (i) Orezone is entitled to reduce future deferred cash payments or contingent royalty payments owed to us if the financial assurance required under Casa Berardi’s updated closure plan exceeds $150.0 million, by 50% of such amount and (ii) On April 24, 2026 a working capital true up adjustment will be made to reflect any difference between actual and targeted working capital agreed upon between Hecla and Orezone.

On March 25, 2026, the disposal closed and we received cash consideration of $160 million and 65,757,265 Orezone shares valued at $95.5 million. We intend to utilize the $160 million cash consideration received and existing cash resources to call and redeem the remaining $263 million 7.25% Senior Notes due February 15, 2028 ("Senior Notes"). We issued $475 million Senior Notes on February 19, 2020, and called and redeemed $212 million Senior Notes during 2025.

The unaudited pro forma condensed consolidated financial information is presented on the basis that we will utilize the cash proceeds received from the disposition and existing the cash resources to call and redeem $263 million of Senior Notes. The unaudited pro forma condensed consolidated financial information and related notes present our historical condensed consolidated balance sheet and historical condensed consolidated statement of operations adjusted to reflect the impact of the disposal that are (i) directly attributable to the disposal and (ii) factually supportable.

The unaudited pro forma condensed consolidated financial information for the years ended December 31, 2025, 2024 and 2023 and as of December 31, 2025, has been derived from our audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. The unaudited pro forma condensed consolidated financial information has been prepared as if the disposal was completed as of January 1, 2023, in the case of the unaudited pro forma condensed consolidated statement of operations, and on December 31, 2025, in the case of the unaudited pro forma condensed consolidated balance sheet. The unaudited pro forma condensed consolidated presentation of the consideration received is preliminary and subject to adjustment. The final allocation of consideration among the derecognized assets and liabilities may differ materially from the amounts shown as of the applicable closing dates.

The unaudited pro forma condensed consolidated financial information does not purport to project our future operating results and should be read in conjunction with the accompanying notes.

This unaudited pro forma condensed consolidated financial information, including the related notes, is derived from, and should be read in conjunction with, our audited consolidated financial statements, which are available in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 18, 2026.

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2025

(dollars and shares in thousands, except per share amounts - unaudited)

Hecla

Historical

December 31,

2025

Hecla Quebec

Inc. Disposal Adjustments

(Note 2)

Pro Forma

adjustments

Pro Forma

Sales

1,423,019

(319,117

)

—

1,103,902

Cost of sales and other direct production costs

640,799

(173,486

)

467,313

Depreciation, depletion and amortization

160,017

(33,232

)

126,785

Total cost of sales

800,816

(206,718

)

594,098

Gross profit

622,203

(112,399

)

509,804

Other operating expenses:

General and administrative

57,626

Exploration and pre-development

27,745

(393

)

27,352

Ramp-up and suspension costs

14,005

Provision for closed operations and environmental matters

7,867

Other operating loss

165

6,381

6,546

107,408

5,988

113,396

Income from operations

514,795

(118,387

)

396,408

Other expense:

Interest expense

(41,581

)

583

19,068

(21,930

)

Fair value adjustments, net

12,455

(4,065

)

8,390

Foreign exchange loss

(5,764

)

(5,764

)

Other expense, net

(726

)

(726

)

(35,616

)

(3,482

)

19,068

(20,030

)

Income before income and mining taxes

479,179

(121,869

)

19,068

376,378

Income and mining tax provision

(157,467

)

44,160

(5,148

)

(118,455

)

Net income

321,712

(77,709

)

13,920

257,923

Preferred stock dividends

(552

)

(552

)

Net income applicable to common stockholders

321,160

(77,709

)

13,920

257,371

Basic income per common share after preferred dividends

0.49

0.39

Diluted income per common share after preferred dividends

0.49

0.39

Weighted average number of common shares outstanding basic

651,965

Weighted average number of common shares outstanding diluted

655,768

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2024

(dollars and shares in thousands, except per share amounts - unaudited)

Hecla

Historical

December

31, 2024

Hecla

Quebec Inc.

Disposal

Adjustments

(Note 2)

Pro Forma

adjustments

Pro Forma

Sales

929,925

(209,679

)

—

720,246

Cost of sales and other direct production costs

548,245

(150,779

)

—

397,466

Depreciation, depletion and amortization

183,470

(72,835

)

—

110,635

Total cost of sales

731,715

(223,614

)

—

508,101

Gross profit

198,210

13,935

212,145

Other operating expenses:

General and administrative

45,405

(1,863

)

—

43,542

Exploration and pre-development

27,321

—

27,321

Ramp-up and suspension costs

43,307

—

43,307

Provision for closed operations and environmental matters

6,843

—

6,843

Write-down of property, plant and equipment

14,574

—

14,574

Other operating income

(45,516

)

(1,688

)

—

(47,204

)

91,934

(3,551

)

—

88,383

Income from operations

106,276

17,486

123,762

Other expense:

Interest expense

(49,834

)

520

19,068

(30,246

)

Fair value adjustments, net

(2,204

)

5,745

—

3,541

Foreign exchange gain

7,552

—

7,552

Other income, net

4,426

—

4,426

(40,060

)

6,265

19,068

(14,727

)

Income before income and mining taxes

66,216

23,751

19,068

109,035

Income and mining tax provision

(30,414

)

(4,810

)

(5,148

)

(40,372

)

Net income

35,802

18,941

13,920

68,663

Preferred stock dividends

(552

)

—

(552

)

Net income applicable to common stockholders

35,250

18,941

13,920

68,111

Basic income per common share after preferred dividends

0.06

0.11

Diluted income per common share after preferred dividends

0.06

0.11

Weighted average number of common shares outstanding basic

620,848

Weighted average number of common shares outstanding diluted

622,535

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31, 2023

(dollars and shares in thousands, except per share amounts - unaudited)

Hecla

Historical

December 31,

2023

Hecla Quebec

Inc. Disposal Adjustments

(Note 2)

Pro Forma

adjustments

Pro Forma

Sales

720,227

(177,678

)

—

542,549

Cost of sales and other direct production costs

458,504

(155,304

)

—

303,200

Depreciation, depletion and amortization

148,774

(66,037

)

—

82,737

Total cost of sales

607,278

(221,341

)

—

385,937

Gross profit

112,949

43,663

—

156,612

Other operating expenses:

General and administrative

42,722

(2,084

)

—

40,638

Exploration and pre-development

32,512

(5,685

)

—

26,827

Ramp-up and suspension costs

76,252

(2,228

)

—

74,024

Provision for closed operations and environmental matters

7,575

—

7,575

Other operating income

(1,438

)

(3,023

)

—

(4,461

)

157,623

(13,020

)

—

144,603

(Loss) income from operations

(44,674

)

56,683

—

12,009

Other expense:

Interest expense

(43,319

)

189

19,068

(24,062

)

Fair value adjustments, net

2,925

(1,190

)

—

1,735

Foreign exchange loss

(3,810

)

—

(3,810

)

Other (expense) income, net

5,883

—

5,883

(38,321

)

(1,001

)

19,068

(20,254

)

Loss before income and mining taxes

(82,995

)

55,682

19,068

(8,246

)

Income and mining tax provision

(1,222

)

(17,838

)

(5,148

)

(24,208

)

Net loss

(84,217

)

37,844

13,920

(32,454

)

Preferred stock dividends

(552

)

—

(552

)

Net loss applicable to common stockholders

(84,769

)

37,844

13,920

(33,006

)

Basic and diluted loss per common share after preferred dividends

(0.14

)

(0.05

)

Weighted average number of common shares outstanding basic and diluted

605,668

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2025

(dollars in thousands - unaudited)

Hecla Historical December 31, 2025

Hecla Quebec Disposition

Adjustments

(Note 3)

Pro Forma

Adjustments

Pro Forma

ASSETS

Current assets:

Cash and cash equivalents

241,558

160,000

a.b.

(263,000

)

138,558

Accounts receivable

187,340

(5,091

)

—

182,249

Inventories

114,785

(33,098

)

—

81,687

Other current assets

85,661

(2,596

)

—

83,065

Total current assets

629,344

119,215

(263,000

)

485,559

Investments

47,842

95,245

—

143,087

Restricted cash and cash equivalents

1,174

—

1,174

Properties, plants, equipment and mine development, net

2,840,827

(687,496

)

b.d.

—

2,153,331

Operating lease right-of-use assets

8,859

—

8,859

Other non-current assets

32,599

79,859

—

112,458

Total assets

3,560,645

(393,177

)

(263,000

)

2,904,468

LIABILITIES

Current liabilities:

Accounts payable and other current accrued liabilities

163,811

(32,581

)

—

131,230

Finance leases

7,173

—

7,173

Accrued reclamation and closure costs

13,795

—

13,795

Accrued interest

7,678

—

7,678

Other current liabilities

39,107

1,134

b.f.

—

40,241

Total current liabilities

231,564

(31,447

)

—

200,117

Accrued reclamation and closure costs

188,471

(75,980

)

—

112,491

Long-term debt including finance leases

268,627

—

(263,000

)

5,627

Deferred tax liability

246,425

(88,840

)

—

157,585

Other non-current liabilities

33,912

—

33,912

Total liabilities

968,999

(196,267

)

(263,000

)

509,732

STOCKHOLDERS’ EQUITY

Preferred stock

—

Common stock

169,689

—

169,689

Capital surplus

2,643,211

—

2,643,211

Accumulated deficit

(182,143

)

(196,910

)

—

(379,053

)

Accumulated other comprehensive loss, net

(3,334

)

—

(3,334

)

Treasury stock

(35,816

)

—

(35,816

)

Total stockholders’ equity

2,591,646

(196,910

)

—

2,394,736

Total liabilities and stockholders’ equity

3,560,645

(393,177

)

(263,000

)

2,904,468

HECLA MINING COMPANY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(IN THOUSANDS OF DOLLARS, UNLESS OTHERWISE NOTED)

Note 1. Basis of Presentation and Description of the Transactions

Basis of Presentation

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11. The unaudited pro forma condensed consolidated balance sheet is presented as of December 31, 2025, as if the disposal of Hecla Quebec Inc. occurred on December 31, 2025. The unaudited pro forma condensed consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023 has been prepared as if the disposal had occurred as of January 1, 2023, and exclude the results of Hecla Quebec Inc. for all periods. The disposal will be presented as a discontinued operation in our Consolidated Financial Statements, resulting in unaudited pro forma statement of operations for each of the years ended December 31, 2025, 2024 and 2023, respectively being presented.

The unaudited pro forma condensed consolidated financial statements and explanatory notes have been prepared to illustrate the effects of the Hecla Quebec Inc., sale by Hecla. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the disaggregated company had the sale occurred at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the company. The unaudited pro forma condensed consolidated presentation of the consideration received is preliminary and subject to adjustment. The final allocation of consideration among the derecognized assets and liabilities may differ materially from the amounts shown as of the applicable closing dates.

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only.

Sale of Hecla Quebec Inc.

On January 26, 2026, we announced that we had entered into a material definitive agreement for the disposal of our Hecla Quebec Inc. subsidiary which owns the Casa Berardi segment to Orezone Gold Corporation ("Orezone") for up to $593 million in total consideration comprised of the following:

●

Cash consideration of $160 million due upon closing;

●

Equity consideration of approximately 65.8 million Orezone common shares, to be issued upon closing;

●

Deferred cash consideration of $30 million and $50 million to be paid at 18 months and 30 months, respectively, from closing; and

●

Contingent consideration of up to $241 million consisting of:

Production-based royalty payments of up to $211 million ($80/ounce for the first 500,000 ounces, then $180/ounce thereafter from open pit operations)

Permit receipt payment of $20 million upon grant of permits

Gold price-linked payment of up to $10 million at gold prices exceeding $4,200/ounce.

We intend to utilize the $160 million cash consideration received and existing cash resources to call and redeem the remaining $263 million 7.25% Senior Notes due February 15, 2028 ("Senior Notes"). We issued $475 million Senior Notes on February 19, 2020, and called and redeemed $212 million Senior Notes during 2025.

Note 2. Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

The following adjustments correspond to those included in the unaudited condensed consolidated pro forma statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively, based on Management's preliminary accounting assessments which are subject to change.

Hecla Quebec Inc. Disposal Adjustments

Represents the income and expenses eliminated in connection with the disposal of Hecla Quebec Inc.

Pro Forma Adjustments

Reflects the elimination of interest expense of $19.1 million following repayment of $263 million of Senior Notes and related income and mining tax expense.

Note 3. Adjustments to the Unaudited Pro Forma Condensed Balance Sheet

The following adjustments correspond to those included in the unaudited condensed consolidated pro forma balance sheet as of December 31, 2025, based on Management's preliminary accounting assessments which are subject to change.

Represents the cash proceeds received of $160 million.

Represents the assets and liabilities derecognized which amounted to total assets of $763.8 million and liabilities of $210.6 million, respectively.

Represents the 65,757,265 Orezone shares valued at $95.5 million.

Represents the fair value of the royalty contingent consideration of $22.8 million received, less the $710.2 million properties, plants, equipment and mine development, net disposed of.

Represents the fair value of the deferred cash and contingent consideration of $80.7 million

Represents accrual for estimated transaction costs of $6.0 million, less $4.9 million of other current liabilities disposed of.

Represents the estimated loss on the disposal of $196.9 million, net of estimated transaction cost of $6.0 million, as if the disposal had occurred on December 31, 2025. This loss may not be representative of what will actually be recorded during the year ended December 31, 2026.

Pro Forma Adjustments

Reflects the repayment of $263 million of Senior Notes utilizing a combination of the $160 million net cash proceeds received and $103 million of existing cash resources.

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Document And Entity Information

Mar. 25, 2026

Document Information [Line Items]

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HECLA MINING CO/DE/

Document, Type

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Document, Period End Date

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Entity, Incorporation, State or Country Code

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Entity, Address, City or Town

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Entity, Address, State or Province

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City Area Code

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Local Phone Number

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Document Information [Line Items]

Title of 12(b) Security

Series B Cumulative Convertible Preferred Stock, par value $0.25 per share

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Security Exchange Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Section 425

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