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|8-KJan 30, 6:51 PM ET

HYCROFT MINING HOLDING CORP 8-K

Research Summary

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Hycroft Mining Announces Executive RSU Make‑Whole Awards and $4.5M Bonus

What Happened

  • Hycroft Mining Holding Corp (HYMC) filed an 8-K disclosing that on January 27, 2026 the Board approved RSU "make‑whole" awards and related cash payments for its named executive officers (NEOs) to compensate for below‑target long‑term incentive (LTI) grants given in 2023–2025. The Board acted after shareholder approval of a new equity incentive plan (3,500,000 shares) on December 29, 2025.
  • The Board also approved a one‑time extraordinary bonus pool totaling $4.5 million to reward the leadership team for 2025 financings and improved liquidity; the awards are non‑recurring and will be paid in lump sum, with 50% of each award subject to a prorated 12‑month clawback if the recipient leaves.

Key Details

  • Award date: January 27, 2026 (approved by Board). Bonus payments expected to be made as soon as practicable, subject to administrative steps.
  • Make‑whole immediate grants (fully vested RSUs + cash) and future RSU vesting schedule for each named executive:
    • Diane R. Garrett: 88,035 fully vested RSUs; $4,532,979 cash; RSUs vesting 1/27/27: 238,800; 7/27/27: 195,275; 1/27/28: 96,350.
    • Stanton K. Rideout: 44,979 fully vested RSUs; $2,316,045 cash; RSUs vesting 1/27/27: 122,953; 7/27/27: 98,608; 1/27/28: 52,250.
    • Rebecca A. Jennings: 15,228 fully vested RSUs; $784,143 cash; RSUs vesting 1/27/27: 45,563; 7/27/27: 38,478; 1/27/28: 20,616.
    • David B. Thomas: 17,306 fully vested RSUs; $891,159 cash; RSUs vesting 1/27/27: 45,504; 7/27/27: 35,370; 1/27/28: 18,986.
  • One‑time Bonus Pool allocation (total $4.5M): Garrett $1,500,000; Rideout $850,000; Jennings $769,000; Thomas $769,000. 50% of each award is subject to a prorated clawback if employment terminates within 12 months.

Why It Matters

  • These actions increase near‑term cash outflows and will add to equity dilution when RSUs settle, as the company fills previously undersized LTI grants from 2023–2025. The filing documents management compensation intended to restore targeted incentive levels after limited share availability.
  • The $4.5M bonus is explicitly one‑time and tied to 2025 financings; investors should note the payments are separate from regular annual or long‑term incentive programs and include clawback protections for early departures.