hl20260127_8k.htm
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:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 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 event reported): January 26, 2026
HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
| Delaware | 1-8491 | 77-0664171 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6500 North Mineral Drive, Suite 200
Coeur d'Alene, Idaho 83815-9408
(Address of principal executive offices) (Zip Code)
(208) 769-4100
Registrant's telephone number, including area code
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:
| ☐ | 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 $0.25 per share | HL | New York Stock Exchange |
| Series B Cumulative Convertible Preferred Stock, par value $0.25 per share | HL-PB | 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 1.01 Entry into a Material Definitive Agreement
On January 26, 2026, Hecla Mining Company (“we,” “us” or “Hecla”) issued a news release announcing it had entered into a definitive agreement (the “Agreement”) to sell its wholly owned subsidiary, Hecla Quebec Inc., which owns the Casa Berardi operation, and a portfolio of exploration properties, all located in Quebec, Canada, to Orezone Gold Corporation (“Orezone”) for up to $593 million in total consideration. The transaction is expected to close in the first quarter of 2026, subject to certain conditions being satisfied.
The Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Agreement has been incorporated by reference herein to provide you with information regarding its terms. It is not intended to provide any other factual information about us. Such information can be found elsewhere in other public filings we have made with the Securities and Exchange Commission, which are available without charge at www.sec.gov.
The Agreement contain representations and warranties Hecla and Orezone made. The assertions embodied in Hecla’s representations and warranties are qualified by information in a confidential disclosure letter that we delivered in connection with signing the Agreement. While we do not believe that it contains information securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure letter does contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts since they are modified in important part by the disclosure letter. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Agreement, which subsequent information many or may not be fully reflected in public disclosures.
The information disclosed under Item 8.01 is incorporated herein by reference.
Item 8.01 – Other Events
On January 26, 2026, Hecla issued a news release regarding the Orezone transaction. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 |
| 99.1 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
| ** | Furnished herewith |
| * | The Vendor Disclosure Letter referenced in the Agreement is omitted, but Hecla agrees to furnish supplementally a copy of the Disclosure Letter to the Securities and Exchange Commission upon request. |
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.
| HECLA MINING COMPANY | |||
| By: | /s/ David C. Sienko | ||
| David C. Sienko | |||
| Sr. Vice President, General Counsel and | |||
| Corporate Secretary | |||
Dated: January 28, 2026
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