Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, Hycroft Mining Holding Corporation (the "Company") entered into an Employment Agreement, dated June 8, 2026, with Eric B. Colby, the Company's Executive Vice President, Corporate Development and Investor Relations (the "Agreement").

Mr. Colby joined the Company in April 2026. He is an accomplished senior mining executive who brings a combination of operational leadership, capital markets expertise, and transaction experience. He has nearly two decades of experience across large-scale mine development, complex joint ventures, and operating businesses, and has executed more than $20 billion in public and private transactions. His background integrates corporate development, investor relations, and operations, providing a disciplined approach to capital allocation, project development and long-term value creation. Mr. Colby spent 15 years with Newmont Corporation, where he held roles of increasing responsibility across corporate development, investor relations, finance, and operations in South America. Most recently, from 2021 through 2025, he served as Vice President, Operations at Magris Performance Materials, where he was responsible for a diversified portfolio of mines and processing operations across the U.S. and Canada.

Pursuant to the terms of the Agreement, Mr. Colby agreed to serve as the Company's Executive Vice President, Corporate Development and Investor Relations in exchange for an annual base salary of $450,000 and an annual cash incentive bonus set at 80% of his annual base salary as the target, with bonus payments ranging from 0% to 200% of the target, based upon specific individual and corporate performance metrics to be determined from time to time by the Board or the Compensation Committee. Mr. Colby is also eligible to participate in any equity-based compensation plans established or maintained by the Company for its senior officers. Mr. Colby is an at-will employee whose employment may be terminated by the Company or by Mr. Colby at any time, for any or no reason.

Termination Payment Terms

The Agreement contain provisions entitling Mr. Colby to payments upon termination of his employment in certain circumstances, as described below.

Termination of Employment for any Reason

Pursuant to the Employment Agreement, in the event Mr. Colby's employment with the Company terminates for any reason, he (or his estate, as applicable) will be entitled to receive any earned but unpaid base salary, any earned but unpaid annual cash incentive bonus, any amounts that may be payable under any applicable executive benefit plan, expense reimbursements and COBRA benefits provided that a timely election for COBRA continuation coverage is made and the applicable amounts are paid.

Termination of Employment other than for Cause or Voluntary Termination by Executive for Good Reason

If the Company terminates Mr. Colby's employment without Cause (as hereinafter defined), or he terminates his employment for Good Reason (as hereinafter defined), he will be entitled to (i) a cash amount equal to 1.5 multiplied by his annual base salary, payable in equal instalments over the 18 months following the date of termination; and (ii) 18 months of continued coverage under the Company's medical, dental, life and disability plans, at the same cost as in effect on the date of his termination.