Hycroft Mining Holding Corporation

12/05/2025 | Press release | Distributed by Public on 12/05/2025 16:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
AMC ENTERTAINMENT HOLDINGS, INC.
2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [HYMC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE AMC WAY, 11500 ASH STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025
(Street)
LEAWOOD, KS 66211
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 12/03/2025 S 2,340,824(1) D (1) 76,018 I SEE NOTES(2)
CLASS A COMMON STOCK 12/03/2025 J 11,981(1)(3) D (1) 64,037 I SEE NOTES(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $1.068 12/03/2025 S 13,400,000(1) (1) 03/15/2027 Class A common stock 1,340,000 (1) 10,008,240 I SEE NOTES(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMC ENTERTAINMENT HOLDINGS, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211
X
AMERICAN MULTI-CINEMA, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211
X

Signatures

/s/ Edwin F. Gladbach, Senior Vice President, General Counsel & Secretary, AMC Entertainment Holdings, Inc. and American-Multi Cinema, Inc. 12/05/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) After a period of negotiation, on December 3, 2025, AMC Entertainment Holdings, Inc. ("AMC Holdings") entered into a Stock Purchase Agreement with Sprott Mining (the "Stock Purchase Agreement"), pursuant to which the Reporting Persons (as defined below) sold 2,340,824 shares of common stock of the Issuer (the "Common Stock") to Sprott Mining along with 13,400,000 warrants representing rights to acquire 1,340,000 shares of Common Stock (the "Warrants") and the right, upon vesting of certain restricted stock units ("RSUs"), to receive 11,981 shares of Common Stock for a total purchase price of $24,110,487.20. The Warrants are currently exerciseable.
(2) This statement is being filed by the following reporting persons (collectively, the "Reporting Persons"): AMC Holdings and American Multi-Cinema, Inc. ("AMCI"), which is a wholly owned subsidiary of AMC Holdings and the direct holder of the shares of Common Stock and Warrants.
(3) Each RSU represents a contingent right to receive one share of Common Stock previously awarded to Mr. Sean Goodman, AMC Holdings' executive Vice President and Chief Financial Officer, and AMCI's then director nominee on the Issuer's board of directors.

Remarks:
Pursuant to the Subscription Agreement, dated as of March 14, 2022 and as thereafter amended, among the Issuer and AMCI, AMCI designated Mr. Sean Goodman for election to the Issuer's board of directors, as result of which each of the Reporting Persons may have been deemed a "director-by-deputization" of the Issuer. Following the sale of securities by the Reporting Persons that are being reported on this Form 4, AMCI no longer has the right to designate a director to the Issuer's board of directors and the Reporting Persons are no longer deemed to have director-by-deputization status with respect to the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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