UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): January 27, 2026~~1934

Date of report (Date of earliest event reported): February 13, 2026

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8641	82-0109423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

200 South Wacker Drive

Suite 2100

Chicago, Illinois 60606

(Address of Principal Executive Offices)

(312) 489-5800

(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 Instructions 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
Common Stock (par value $.01 per share)	CDE	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. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

AsOn ~~previously~~February ~~announced~~18, ~~on November 2~~2026, ~~2025,~~ Coeur Mining, Inc., issued a ~~Delaware~~press ~~corporation~~release ~~(“Coeur”),~~announcing ~~New~~its ~~Gold~~financial ~~Inc.,~~results afor ~~corporation existing under~~ the ~~laws of~~quarter ~~the~~and ~~Province~~year ofended ~~British~~December ~~Columbia~~31, ~~Canada (“New Gold”),~~ 2025 and ~~1561611 B.C. LTD.~~production, acost ~~corporation~~and ~~organized~~expense ~~and~~guidance ~~existing~~for ~~under~~2026. ~~the~~A ~~laws~~copy of the ~~Province~~press ofrelease ~~British~~is ~~Columbia,~~attached ~~Canada~~as ~~and~~Exhibit a99.1 ~~wholly-owned~~to ~~subsidiary~~this ofCurrent ~~Coeur~~Report ~~(“Canadian~~on ~~Sub”),~~Form ~~entered~~8-K ~~into~~and ~~an arrangement~~is ~~agreement~~incorporated ~~(the~~herein ~~“Arrangement~~by ~~Agreement”)~~reference. ~~and~~The ~~agreed~~press torelease ashall ~~strategic~~be ~~business~~deemed ~~combination~~furnished, ~~transaction~~not ~~pursuant~~filed, tofor purposes ~~a plan~~ of ~~arrangement~~this ~~under~~Current ~~the~~Report ~~Business Corporations~~on ~~Act~~Form ~~(British Columbia) (the “Arrangement”)~~8-K.

OnItem ~~January 27, 2026, Coeur held a special meeting of stockholders (the “Special Meeting”) in connection with the Arrangement~~5.02 AtDeparture ~~the close~~ of ~~business~~Directors ~~on the~~or ~~record~~Certain ~~date~~Officers; ofElection ~~the Special Meeting, there were 642,106,588 shares~~ of ~~common~~Directors; ~~stock,~~Appointment ~~par value $0.01 per share,~~ of ~~Coeur~~Certain ~~issued~~Officers; ~~and~~Compensatory ~~outstanding~~Arrangements ~~(collectively, the “Coeur Common Stock”), each~~ of ~~which~~Certain ~~was entitled to one vote with respect to the proposals voted on at the Special Meeting~~Officers. A total of 449,963,709 shares of Coeur Common Stock, representing approximately 70% of the issued and outstanding shares of Coeur Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

~~The~~As ~~following~~previously isannounced, on November 2, 2025, Coeur Mining, Inc., a ~~summary~~Delaware corporation (“Coeur”), New Gold Inc., a corporation existing under the laws of the ~~matters~~Province ~~voted~~of onBritish atColumbia, ~~the~~Canada ~~Special~~(“New ~~Meeting~~Gold”), ~~based~~and on1561611 ~~the~~B.C. ~~final~~LTD., ~~certified~~a ~~report~~corporation organized and existing under the laws of the ~~voting~~Province ~~results~~of byBritish ~~the~~Columbia, ~~independent inspector~~Canada and a wholly-owned subsidiary of ~~elections.~~Coeur ~~The~~(“Canadian ~~definitive~~Sub”), entered ~~proxy~~into ~~statement~~an ~~related~~arrangement toagreement (the ~~Special~~“Arrangement ~~Meeting~~Agreement”) ~~that~~whereby, ~~was~~Canadian ~~filed~~Sub bywould ~~Coeur~~acquire ~~with~~all of the ~~SEC~~issued ~~under~~and ~~cover~~outstanding shares of ~~Schedule~~New ~~14A~~Gold ~~(File~~pursuant ~~No.~~to ~~001~~a court-~~08641~~approved plan of arrangement (the “New Gold Transaction”). onThe ~~December~~New Gold ~~22,~~Transaction ~~2025~~is ~~contains~~anticipated ato ~~description~~close ofin the ~~following~~first ~~proposals considered~~half atof ~~the~~2026, ~~Special~~subject ~~Meeting.~~to ~~There~~relevant ~~were~~regulatory noapprovals ~~recorded~~and ~~broker~~routine ~~non-votes~~closing conditions.

~~Proposal~~In 1:connection ~~The~~with ~~Charter~~the ~~Amendment~~New ~~Proposal~~Gold Transaction, on Tuesday, February 17, 2026, the Coeur Board of Directors (“Coeur Board”) approved the appointment of Mr. Patrick Godin and Ms. Marilyn Schonberner to the Coeur Board, effective at, and contingent upon, the closing of the New Gold Transaction.

ToMr. ~~approve~~Godin ~~the~~currently ~~amendment~~serves toas the ~~Certificate~~President ofand ~~Incorporation~~Chief Executive Officer of ~~Coeur,~~New asGold ~~amended~~Inc. and has over 30 years of corporate, technical and operations experience in the mining industry. Prior to ~~increase~~joining New Gold in November 2022, Mr. Godin served as the ~~number~~Vice ofPresident ~~authorized~~and ~~shares~~Chief Operating Officer of ~~Coeur~~Pretium ~~Common~~Resources ~~Stock~~Inc. ~~from~~and was responsible for the ~~900~~ operations of Brucejack Mine in British Columbia,~~000,000~~ ~~shares~~Canada. Prior to 1that,~~300~~ Mr. Godin was the Chief Operating Officer and then President and Chief Executive Officer of Stornoway Diamond Corporation. Mr. Godin also previously served as Vice President,~~000,000~~ ~~shares~~Project Development for G Mining Services and held executive and senior operations roles with Canadian Royalties Inc., ~~The~~IAMGOLD ~~following~~Corporation ~~votes~~and ~~were~~Cambior ~~cast~~Inc. atMr. ~~the~~Godin ~~Special~~holds ~~Meeting~~a (Bachelor of Engineering degree in ~~person~~mining orfrom byLaval University ~~proxy)~~in Quebec, Canada and ~~the~~has ~~proposal~~been ~~was~~a ~~approved:~~chartered director since 2010.

For		Against		Abstain/ Withheld	Approval Percentage (1)
434,991,142		14,600,438		372,129	96.75%

Ms. Schonberner has over 35 years of international experience in the energy and mining sectors. Ms. Schonberner served as the Chief Financial Officer of Nexen Energy ULC until her retirement in 2018. During her 21-year career with Nexen, she held various executive roles with responsibility for financial and risk management, audit, human resources, strategic planning and budgeting, supply chain, and information services. Ms. Schonberner has served on the Board of Directors of New Gold Inc. since 2017 and currently serves as Chair of its Audit Committee. Additionally, Ms. Schonberner serves on the Board of Directors of Wheaton Precious Metals Corp. and on the Advisory Boards of Heritage Royalty and the Calgary Chapter of the Institute of Corporate Directors. Ms. Schonberner holds a Bachelor of Commerce from the University of Alberta and a Master of Business Administration from the University of Calgary. She is a Certified Public Accountant, Certified Management Accountant, and a Certified Internal Auditor. Additionally, she has completed the Senior Executive Development Programme at the London Business School and obtained the ICD.D designation from the Institute of Corporate Directors.

~~(1)~~The ~~Percentage~~compensation of ~~votes~~each ~~cast~~of ~~for~~Mr. ~~the~~Godin ~~proposal,~~and ~~excluding~~Ms. ~~abstentions~~Schonberner for his and ~~broker~~her respective services as a non-~~votes~~employee director will be consistent with that of Coeur’s non-employee directors.

~~Proposal~~On 2:February ~~The~~13, ~~Stock~~2026, ~~Issuance~~N. ~~Proposal~~Eric Fier, a director on the Coeur Board, notified the Chairman of the Coeur Board of his resignation as a director, effective as of February 16, 2026, to focus on other business ventures. Mr. Fier’s resignation was not the result of any disagreement with Coeur on any matter relating to Coeur's operations, policies, or practices.

ToItem ~~approve the issuance of shares of Coeur Common Stock to New Gold shareholders in connection with the Arrangement~~8.01 ~~The~~Other ~~following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:~~Events.

For		Against		Abstain/ Withheld	Approval Percentage (1)
436,551,109		12,902,270		510,330	97.12%

On February 18, 2026, Coeur Mining, Inc. issued a technical report summary for its Wharf Mine (the “Report”). The Report is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

~~(1)~~Item ~~Percentage~~9.01 ofFinancial ~~votes~~Statements ~~cast for the proposal, excluding abstentions~~ and ~~broker non-votes~~Exhibits.

No(d) ~~other business properly came before the Special Meeting~~Exhibits.

Exhibit No.	Description
23.1	Consent of Qualified Person – Christopher Pascoe.
23.2	Consent of Qualified Person – Tony Auld.
23.3	Consent of Qualified Person – Kenan Sarratt.
23.4	Consent of Qualified Person – John Key.
23.5	Consent of Qualified Person – Troy Christensen.
99.1	Press Release dated February 18, 2026.
99.2	Technical Report Summary for the Wharf Mine effective December 31, 2025.

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

Forward-Looking Statements and Cautionary Statements

Certain statements in this document concerning the proposed New Gold Transaction, including any statements regarding the expected timetable for completing the New Gold Transaction, and any other statements regarding Coeur’s future expectations, beliefs, plans, objectives, assumptions or future events that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding Coeur’s expectations with respect to the timing of the closing of the New Gold Transaction. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that any condition to Closing may not be satisfied; the risk that the Closing might be delayed or not occur at all; the risk that the either Coeur or New Gold may terminate the Arrangement Agreement and either Coeur or New Gold is required to pay a termination fee to the other party; the risk that Coeur or New Gold may not receive the required stock exchange and regulatory approvals of the New Gold Transaction; the expected listing of shares on the New York Stock Exchange and Toronto Stock Exchange; the risk of any litigation relating to the proposed New Gold Transaction; the risk of changes in governmental regulations or enforcement practices. Additional factors that could cause results to differ materially from those described above can be found in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the SEC and available from Coeur’s website at www. coeur.com under the “Investors” tab, and in other documents Coeur files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Coeur does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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.

	~~COEUR MINING, INC.~~	COEUR MINING, INC.
Date: January 27, 2026	By:	/s/ Casey M. Nault
	Date: February 18, 2026	By:	/s/ Thomas S. Whelan
		Name: Casey M. Nault
			Name: Thomas S. Whelan
		Title: Senior Vice President, General Counsel and Secretary
			Title: Executive Vice President and Chief Financial Officer

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