Form 8-K

8-K — HYCROFT MINING HOLDING CORP

Accession: 0001493152-26-041026

Filed: 2026-09-01

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: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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 reported): August 27, 2026

HYCROFT

MINING HOLDING CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

001-38387

82-2657796

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

P.O.

Box 3030

Winnemucca,

Nevada 89446

(Address

of principal executive offices)

(775)

304-0260

(Registrant’s

telephone number, including area code)

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.):

☐

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

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”) expanded

the Board from five to nine directors and appointed Richard O’Brien, Marcelo Godoy, Josh Olmsted, and Blake Rhodes as new independent

directors of the Company’s Board (the “New Directors”) effective September 1, 2026. Effective the same date, the Board

also appointed Mr. O’Brien to the Audit, Nominating and Governance, and Compensation Committees and as the Company’s Lead

Independent Director; Mr. Godoy to the Safety and Technical Committee; Mr. Olmsted to the Environmental, Social & Governance and

Safety & Technical Committees; and Mr. Rhodes to the Audit, Nominating and Governance, and Compensation Committees.

For

their service, the New Directors will receive compensation consistent with the compensation paid to the Company’s other non-employee

independent directors. These compensatory arrangements are described under the caption “Director Compensation” in

the Company’s definitive proxy statement relating to its 2026 annual meeting of stockholders, which was filed with the Securities

and Exchange Commission on March 25, 2026, and are incorporated by reference herein.

Other

than as disclosed herein, in connection with the appointment of the New Directors, no material plan, contract, or arrangement was entered

into or materially amended, and no grant or award was made to the New Directors, or modified with respect to the New Directors, under

any such plan, contract, or arrangement. The New Directors have (i) no arrangements or understandings with any other person pursuant

to which they were selected as independent directors and (ii) no direct or indirect material interest in any transaction, or series

of similar transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr.

O’Brien served as President and Chief Executive Officer of Boart Longyear Limited from 2013 to 2015. Prior to that, he served as

Chief Executive Officer of Newmont Mining Corporation from 2007 to 2013, after serving as Chief Financial Officer of Newmont from 2005

to 2007. He currently serves as a director on the boards of Vulcan Materials Company and Saudi Arabian Mining Company.

Mr.

Godoy has served as Executive Vice President and Chief Technology Officer of AngloGold Ashanti since October 2021. He previously served

as Senior Vice President, Exploration at Newmont Corporation from December 2018 to November 2021 and, before that, as Vice President,

Resource Evaluation and Mine Planning at Newmont from April 2017 to November 2018. Prior to joining Newmont in 2012, Mr. Godoy served

as Mining Sector Leader for Golder Associates.

Mr.

Olmsted has served as Senior Advisor to Freeport-McMoRan Americas (“Freeport”) since December 2025. Prior to that, he served

as President and Chief Operating Officer of Freeport from September 2020 to December 2025, after previously serving as Senior Vice President-Americas.

Mr. Olmsted held roles of increasing responsibility during his 30 years with Freeport-McMoRan. He currently serves as a director of Sociedad

Minera Cerro Verde S.A.A.

Mr.

Rhodes has served as the founding partner of Whetstone Resources, Inc. since August 2022. He retired from Newmont Corporation in April

2022, where he served as Senior Vice President, Strategic Development and as a member of the executive leadership team. Mr. Rhodes held

roles of increasing responsibility during his 25 years with Newmont, including General Counsel and Senior Vice President, Indonesia.

Mr. Rhodes serves on the boards of Fancamp Exploration Ltd. and Triple Flag Precious Metals Corp.

Item

7.01. Regulation FD Disclosure.

September 1, 2026, the Company issued a press release announcing the appointment of the New Directors. A copy of the press release is

attached hereto as Exhibit 99.1 and incorporated herein by reference.

The

information included in this Item 7.01, including Exhibit 99.1, shall not be deemed “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 expressly set forth by specific reference in such 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

No.

Description

99.1

Press Release dated September 1, 2026

104

Cover

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

SIGNATURE

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

Dated: September 1, 2026

By:

/s/ Rebecca A. Jennings

Rebecca A. Jennings

Executive Vice President and

General Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Hycroft

Strengthens Board for Its Next Phase of Growth

Adding

Four Extraordinary Leaders in the Global Mining Industry

WINNEMUCCA,

NV, September 1, 2026 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”)

today welcomes four highly accomplished and respected leaders in the mining industry to our Board of Directors. They are:

● Richard

O’Brien (former Chief Executive Officer and Chief Financial Officer, Newmont Mining

Corporation) – Appointed Lead Independent Director

● Marcelo

Godoy (Chief Technology Officer, AngloGold Ashanti plc)

● Josh

Olmsted (former President, Americas, Freeport McMoRan)

● Blake

Rhodes (former General Counsel, Senior Vice President, Newmont Corporation)

These

independent director appointments to the Board are effective September 1, 2026. Mr. O’Brien will also be appointed Lead Independent

Director. Following these appointments, the Board will be comprised of nine directors.

Diane

R. Garrett, Executive Chairman and Chief Executive Officer, commented: “There are Board appointments and then there are moments

that reinforce the transformation of the company and underscore the potential significant opportunities ahead. Today is one of those

moments. Hycroft is bringing together four extraordinary leaders in the global mining industry, each of whom has earned a level of industry

credibility, experience and stature that has helped shape many mining companies. We believe this represents far more than an addition

to our Board. This is also an extraordinary vote of confidence in our vision, our asset, our people and the opportunities ahead.

“Over

the past several years, Hycroft has built a strong foundation through exploration success, advancement of our technical work towards

operation and a strong balance sheet. The addition of Richard, Marcelo, Josh and Blake builds on that progress and further enhances the

Board’s breadth of operating, technical, and financial expertise.

“Each

individual brings distinctive and highly relevant experience. Collectively, they have led major mining companies, operated large-scale

mines, advanced complex technical projects and executed transformational transactions. Their perspectives, expertise and leadership will

be invaluable as Hycroft continues to advance our asset and realize its significant potential.

“Richard’s

appointment as Lead Independent Director brings to Hycroft a proven leader with extensive experience chairing and guiding public company

boards through periods of growth and transformation. His leadership and perspective will be particularly valuable as Hycroft advances

through its next phase. I want to thank Thomas Weng for his leadership as Lead Independent Director and for the important role he has

played in helping Hycroft reach this point. I look forward to continuing to work with Thomas as a member of the Board.”

Richard

O’Brien

Mr.

O’Brien has more than 40 years of leadership experience across the mining and energy industries, including more than two decades

in chief executive, chief financial, and chief operating officer positions. He served as President and Chief Executive Officer of Newmont

Mining Corporation from 2007 to 2013, after serving as Chief Financial Officer from 2005 to 2007. From 2013 to 2015, he served as President

and Chief Executive Officer of Boart Longyear Group Ltd., one of the world’s leading providers of drilling services and equipment

to the mining industry. He currently serves as a director on the boards of Vulcan Materials Co. and the Saudi Arabian Mining Co. Previously,

he served on the board of Xcel Energy Inc., as Chair of New Gold Inc. from July 2024 until its acquisition by Coeur Mining Inc. earlier

this year, and as Chair of Pretium Resources Inc. from 2019 until its acquisition by Newcrest Mining Ltd. in 2022. He received his Juris

Doctor from Lewis and Clark College in Portland, Ore., and a bachelor’s degree in economics from the University of Chicago.

Marcelo

Godoy

Mr.

Godoy has spent more than 20 years in the mining industry and currently serves as Executive Vice President and Chief Technology Officer

of AngloGold Ashanti plc, a role he has held since 2021. During his time at AngloGold Ashanti plc, Mr. Godoy has improved the company’s

operating performance, project delivery, and forecast reliability. Previously, he was Senior Vice President, Exploration at Newmont Corporation.

Prior to Newmont Corporation, he was Mining Sector Leader for Golder Associates in South America, managing major feasibility studies

and reserve compliance audits for some of the world’s largest mining companies. He holds a Ph.D. in Strategic Mine Planning from

The University of Queensland.

Josh

Olmsted

Mr.

Olmsted brings nearly 30 years of operational leadership experience from Freeport-McMoRan, most recently as Senior Advisor, Americas,

following five years as President and Chief Operating Officer, Americas. In this role, Mr. Olmsted oversaw Freeport-McMoRan’s copper

mining operations across North and South America, as well as the Climax molybdenum business. Earlier in his career he led Freeport-McMoRan’s

copper operations and its Morenci Operations, one of the largest copper mines in North America. He currently serves as a director of

Sociedad Minera Cerro Verde S.A.A. He holds a degree in Mine Engineering from the Colorado School of Mines.

Blake

Rhodes

Mr.

Rhodes brings 30 years of leadership experience primarily from Newmont Corporation, where he held several senior leadership positions,

including General Counsel, Senior Vice President of Indonesia, and Senior Vice President, Strategic Development, overseeing mergers and

acquisitions. He played a central role in several of Newmont Corporation’s most significant strategic initiatives, including the

acquisition of Goldcorp Inc. and the formation of the Nevada Gold Mines joint venture. He currently serves as a director on the boards

of Triple Flag Precious Metals Corp. and ERDA Resource Opportunities Inc. Mr. Rhodes holds a Bachelor of Business Administration from

Iowa State University and a Doctor of Jurisprudence from the University of Pennsylvania.

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. With a long history of heap leach operations, Hycroft

is advancing to the next phase of operations for processing sulfide mineralization. In addition, Hycroft is engaged in a robust exploration

drill program (2025-2026 Exploration Drill Program) to expand and advance the two new high-grade silver systems, Brimstone and Vortex.

These discoveries represent a significant value driver for the Hycroft Mine.

For

Further Information

Investor

Relations:

info@hycroftmining.com

775-245-0564

Media:

media@hycroftmining.com

775-245-0564

www.hycroftmining.com

Cautionary

Note Regarding Forward-Looking Statements

This

news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created

by such sections and other applicable laws. Where a forward-looking statement expresses or implies an expectation or belief as to future

events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements

are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed,

projected or implied by the forward-looking statements. Forward-looking statements in this news release include, without limitation,

statements regarding the Company’s strategy, goals, expected contributions of newly appointed directors, and other statements that

are not historical facts. For a discussion of risks and other factors that might impact forward-looking statements, see the Company’s

Annual Report on Form 10-K for the most recent fiscal year and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities

and Exchange Commission under the heading “Risk Factors.” The Company does not undertake any obligation to update publicly

any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable

securities laws.

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Aug. 27, 2026

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