Coeur Mining, Inc.: Form 10-K for the period ended Dec 31, 2025

GENERAL

Coeur Mining, Inc. (“Coeur”, “the Company”, or “we”), founded in 1928, is a precious metals producer with assets located in the United States, Canada, and Mexico. Our common stock is listed on The New York Stock Exchange under the symbol “CDE”.

Coeur’s strategy is to be a well-diversified, growing precious metals producer with a focus on generating sustainable, high-quality cash flow and returns from a balanced, prospective asset base in mining-friendly jurisdictions along with our commitment to exploration and expansions. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles: Protect our People, Places and Planet; Develop Quality Resources, Growth and Plans; and Deliver Impactful Results Through Teamwork. We conduct our business with a proactive focus on responsible practices to positively impact the health, safety and socioeconomic status of our people and the communities in which we operate and be good stewards of the environment.

OUR BUSINESS

Operating Segments

We produce and sell precious metals from the following operating segments:

• The Las Chispas underground silver-gold mine, located in the State of Sonora in northern Mexico, which began operations in 2022 and was acquired by Coeur in early 2025.
• The Palmarejo silver-gold complex, located in the State of Chihuahua in northern Mexico, which has been in operation since 2009.
• The Rochester open pit heap leach silver-gold mine, located in northwestern Nevada, which has been in operation since 1986 and completed a significant expansion in 2024.
• The Kensington underground gold mine, located north of Juneau, Alaska, which began operations in 2010.
• The Wharf open pit heap leach gold mine, located near Lead, South Dakota, which began operations in 1982.

In addition, the Company operates the Silvertip underground silver-zinc-lead exploration project, located in northern British Columbia, Canada, which was acquired by Coeur in 2017.

On November 2, 2025, the Company entered into a definitive agreement (the “Arrangement Agreement”) whereby, a wholly-owned subsidiary of Coeur (“Canadian Sub”) would acquire all of the issued and outstanding shares of New Gold Inc. (“New Gold”) pursuant to a court-approved plan of arrangement (the “New Gold Transaction”). Under the terms of the Arrangement Agreement, New Gold shareholders were to receive 0.4959 Coeur common shares for each New Gold common share (the “Exchange Ratio”). The New Gold Transaction is anticipated to close in the first half of 2026, subject to relevant regulatory approvals and routine closing conditions. Coeur’s presence in Canada is expected to grow with the addition of two Canadian operations, the New Afton gold-copper mine and the Rainy River gold-silver mine, as a result of the acquisition.

Metals Prices and Hedging Activities

The financial results of the Company and its operating segments are substantially dependent upon the market prices of gold and silver, which fluctuate widely. The Company has in the past, and may in the future, enter into derivative contracts to protect the selling price for certain anticipated gold and silver production and to manage risks associated with foreign currencies. For additional information, see “Item 1A – Risk Factors”, “Item 7A – Quantitative and Qualitative Disclosures About Market Risk” and “Note 14 – Derivative Financial Instruments in the notes to the Consolidated Financial Statements”.

Metal Processing, Marketing and Sales

We produce gold and silver doré, as well as gold concentrate. The doré produced at the Las Chispas mine, Palmarejo complex, and Rochester mine, as well as the electrolytic cathodic sludge produced by the Wharf mine, is refined by a geographically diverse group of third-party refiners into gold and silver bullion according to benchmark standards set by the London Bullion Market Association, which regulates the acceptable requirements for bullion traded in the London precious metals markets. We then sell gold and silver bullion to multi-national banks, bullion trading houses, and refiners across the globe. Our gold concentrate product from the Kensington mine is sold under a long-term offtake agreement and is shipped to geographically diverse third-party smelters.

We believe that the loss of any one smelter, refiner, trader or third-party customer would not materially adversely affect us due to the liquidity of the markets and current availability of alternative trading counterparties.

Commodities

We purchase materials and supplies from third parties to conduct our business, including electricity, fuel, chemical reagents, explosives, steel and concrete. Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to predict, including inflation, currency fluctuations, global competition for resources, consumer or industrial demand and other factors. For most of these commodities, we have existing alternate sources of supply, or alternate sources of supply are readily available. We continuously monitor supply and cost trends for these items.

GOVERNMENT REGULATION

General

Our business is subject to extensive federal, state, local and foreign laws governing the protection of the environment, prospecting, development, production, mine closure, taxes, labor standards, occupational health, mine safety, toxic substances, protection of endangered, protected or other specified species and other matters. The costs to comply with these regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of our properties, the extent of which cannot be predicted. Expenditures for environmental compliance in 2026 are expected to range from $18.1 million to $28.1 million, which includes New Gold assets. We have reviewed and considered current federal legislation relating to climate change and do not believe the legislation to have a material effect on our operations. Future changes in U.S., Mexican or Canadian federal, state or provincial laws or regulations could have a material adverse effect upon us and our results of operations. For additional information regarding key regulatory risks, please see “Item 1A – Risk Factors”.

Permitting

The Rochester, Kensington and Wharf mines are subject to extensive U.S. federal and state permitting laws and regulations. Mexico, where the Palmarejo complex and Las Chispas mine are located, and Canada, where the Silvertip exploration property is located, have both adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States. The permitting process in each jurisdiction requires, among other things, a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of mining operations, in addition to consultation requirements with local indigenous groups, in certain instances. We have received all permits required to operate and carry out the current scope of activities at the Palmarejo complex, Las Chispas, Rochester, Kensington and Wharf mines, and the Silvertip exploration property. However, we are in the process of amending an operating permit at Las Chispas that is set to expire in November 2026, which is expected to support future planned activities. If we pursue an expansion at Silvertip, it will require new or amended permits.

Maintenance of Mining Claims

All of the jurisdictions where we operate impose federal, state and/or provincial requirements for maintaining mining claims (United States), mining concessions (Mexico) and mineral claims and mining leases (British Columbia), including fees, reporting, and/or evidence of work, among other requirements. Our failure to comply with any of these requirements could result in the loss of our ability to conduct mining activities in a particular location, which could have a material adverse impact on our business.

HUMAN CAPITAL MANAGEMENT

Effective human capital management at Coeur is critical to achieving our strategic goals. We aim to be an employer of choice by promoting safety first and proactively developing our people, while fostering a healthy and inclusive culture. At December 31, 2025, we had approximately 2,620 employees (1,289 in the U.S., 1,235 in Mexico and 96 in Canada) and over

2,093 (1,602 in Mexico, 433 in the U.S. and 58 in Canada) people were working as contractors in support of Coeur’s operations.

Culture Assessment

We are focused on regular evaluation of our culture. In 2025, we invited all employees to participate in our third culture assessment by completing an anonymous survey. Employee participation in 2025 was 92%, which exceeded industry benchmarks. Feedback was reviewed by the management team and our Board of Directors (our “Board”). The management team also reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. We developed site-specific action plans to address feedback and monitor progress in the future. The results of the assessment confirmed our belief that we have an ethical, safe, engaged, and proud workforce and also highlighted areas for improvement that are now being addressed.

Recruitment

We seek to recruit and retain employees at all levels who embody our purpose statement, We Pursue a Higher Standard, through safe and ethical conduct. Our strong culture of teamwork and our reputation as a responsible company and an engaged community member motivate new employee referrals. We have also created a series of partnership programs in local communities to provide internships, scholarships, and apprenticeships to build a pipeline of potential employees in the next generation.

Inclusion

Coeur’s continuing commitment to fostering an inclusive workforce is evidenced by programs such as Coeur Heroes, which provided over 110 career opportunities to current and former U.S. military personnel last year. We partner with a variety of industry groups to reinforce pipeline development and recruiting efforts at key universities. In order to emphasize the importance of inclusion in the workplace, we provided our hourly workforce at every operation with training on topics such as bullying and bystander intervention, as well as education on overall mental wellness to support each employee feeling respected and included at work.

Employee Development

We periodically solicit feedback on each member of our executive team through 360 assessments. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. We provide opportunities for employees to participate in IMPACT training, an intensive 18-month training program we created for front-line supervisors throughout our organization to focus on leadership development and mining as a business. Through IMPACT training, we have invested over 26,250 cumulative hours of leadership training and personal development in almost 270 employees. In 2022, after many employees had graduated from IMPACT training over the last four years, we introduced our first Advanced IMPACT training for employees at manager and director levels in the organization.

Succession Planning

We conduct robust succession planning throughout the organization annually, by employing specific talent diagnostics and skills development. High potential talent within the organization is identified, and development plans are created starting from our front-line supervisors and up to our Chief Executive Officer.

Our Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

Local Hire

Investing in local communities extends beyond financial support. Since 2018, we have hired an average of 60% of our new hires from local communities. During 2025, we provided over 40 apprenticeships and internships and worked with organizations such as By the Hand Club in Chicago to educate youth in our communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives help create a closer connection between our operations and local stakeholders and communities.

Rewards & Wellness

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits, and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 93% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 250% since introduction. In 2022, we expanded paid parental and primary caregiver leave for U.S. employees.

In addition, we have engaged a third-party mental health care provider for innovative care and counseling resources. This resource leverages technology and clinical best practices to assist our employees and their families gain fast access to highly effective quality care when needed most. We also implemented a Total Worker Health program in 2023, which integrates protection from work-related safety and health hazards with promotion of injury and illness-prevention efforts to advance worker well-being both physically and mentally. In 2025, our Rochester mine opened our first medical clinic in nearby Lovelock, Nevada, which will offer healthcare services to all Coeur Rochester employees and dependents. This investment in our employees and their families underscores Coeur’s commitment to leaving a positive legacy in the communities we serve and prioritizing the health and wellbeing of our employees and their families.

RESPONSIBILITY

At Coeur, we strive for best-in-class environmental performance while meeting the needs of today and respecting the needs of future generations. As a precious metals producer, we have the unique opportunity to supply the raw materials that are essential to economic growth and priorities, including in clean energy and technology sectors. We work to protect our environment through an approach of responsible production and a focus on best practices. On an ongoing basis, we conduct site-specific environmental risk reviews and utilize a set of key performance indicators (“KPIs”) to evaluate performance results by mine. We believe that this systematic approach leads to awareness, risk mitigation and a pursuit of continuous improvement. Comprehensive environmental management plans, in conjunction with topic-specific plans, such as waste management and water resource protection, at each site provide guidance on how to implement our environmental initiatives and meet or exceed regulatory standards.

We recognize changes in stakeholder expectations related to various environmental, social and governance issues, including risks and opportunities related to water stewardship, tailings management, biodiversity, and climate change and greenhouse gas (“GHG”) emissions. To that end, We Pursue a Higher Standard through our governance and associated management systems and programs for material topics. For example, we:

• developed and are implementing a Biodiversity Management Standard;
• drive sound water stewardship, whether treating and discharging water at sites where water is abundant or efficiently using water at sites where water is scarce;
• formalized a Tailings Management Policy and committed to adopting the Global Industry Standard on Tailings Management (“GISTM”);
• developed and are implementing a Biodiversity Management Standard;
• further increased the amount of cost-effective renewable energy in our purchased electricity through formal agreements with energy providers, reducing costs and GHG emissions;
• actively managed GHG emissions and achieved our 35% net intensity reduction target by the end of 2024 compared to base-year;
• enhanced our climate disclosures in-line with recommendations set by the Task Force on Climate-related Financial Disclosures (“TCFD”); and
• informed by the knowledge and systems developed as part of our first climate scenario analysis, we continue to incorporate climate-related risks and opportunities into our enterprise risk management and long-term business planning and strategy.

AVAILABLE INFORMATION

We make available on our website (http://www.coeur.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements, as well as Forms 3, 4 and 5 with respect to our common stock, including any amendments to any of the foregoing, as soon as reasonably practicable after such reports are electronically filed with the U.S. Securities and Exchange Commission (“SEC”). These filings are also available at http://www.sec.gov.

Copies of our Corporate Governance Guidelines, charters of the key committees of the Board (Audit, Compensation and Leadership Development, Executive, Nominating and Corporate Governance, and Environmental, Health, Safety, and Corporate Responsibility Committees) and our Code of Business Conduct and Ethics, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, among others, are also available on our website. Information contained on our website is not a part of this Report.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to our mining business, including anticipated mineral reserve and resource estimates, exploration efforts and expenditures, development and expansion initiatives, the pending acquisition of New Gold Inc., permitting, estimated production, costs, capital expenditures, expenses, recoveries, metals prices, integration of acquisitions, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, sustainability and human capital management initiatives, risk management strategies, including hedging, capital resources and use, cash flow maximization, mine life and other strategic initiatives. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include: (i) the risk factors set forth below under “Item 1A – Risk Factors” and in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7; (ii) the risk that anticipated production, cost, expenditure and expense levels at Las Chispas, Palmarejo, Rochester, Wharf and Kensington are not attained; (iii) the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions); (iv) changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment; (v) the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation, and disruptions to our vendors, suppliers and the communities where we operate; (vi) the uncertainties inherent in Coeur’s production, exploration and development activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions, grade and recovery variability; (vii) any future labor disputes or work stoppages (involving us or our subsidiaries or third parties); (viii) the risk of adverse outcomes in litigation; (ix) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; (x) impacts from Coeur’s future acquisition of new mining properties or businesses, including the pending acquisition of New Gold, Inc.; (xi) the loss of access or insolvency of any third-party refiner or smelter to whom Coeur markets its production; (xii) inflationary pressures and impacts from tariffs and other trade barriers; (xiii) continued access to financing sources; (xiv) government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom the Company markets its production and on the communities where we operate; (xv) the effects of environmental and other governmental regulations and government shut-downs; (xvi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; (xvii) our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt; and (xviii) the risk that the pending acquisition of New Gold Inc. may not occur on the timeline expected or at all. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

Mineral Reserves and Resources

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result, we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined economically.

Technical Report Summaries and Qualified Persons

The scientific and technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by “qualified persons” under S-K 1300, including our Senior Vice President, Technical Services, Christopher Pascoe. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summaries for each of the Company’s material properties which are included as exhibits to, and incorporated by reference into, this Report.

The following discussion, together with the other information set forth in this report, presents what management currently believes could be material risk factors and uncertainties that could adversely affect our business, financial condition or operating results. Other risks and uncertainties, including those not presently known to us or those that we do not believe are material currently may also affect our business and thus the following should not be considered a complete discussion of all risks and uncertainties that the Company may face.

RISKS RELATED TO OUR INDUSTRY

Our results of operations, cash flows and operating costs are highly dependent upon the market prices of gold and silver and of key input commodities used in our business, which are volatile and beyond our control.

Gold and silver are actively traded commodities, and their prices are volatile. The high and low prices for each commodity during the 12 months ended December 31, 2025 are set forth in the following table:

Gold and silver prices are affected by many factors beyond the Company’s control, including U.S. dollar strength or weakness, speculation, global currency values, global and regional demand and production, political and economic conditions and other factors. In addition, Exchange Traded Funds (“ETFs”), which have substantially facilitated the ability of large and small investors to buy and sell precious metals, have become significant holders of gold and silver. Gold and silver prices are also affected by prevailing interest rates and returns on other asset classes, expectations of the future rate of inflation and governmental monetary decisions regarding central bank holdings.

Because we derive all of our revenues from sales of these metals, our results of operations and cash flows will fluctuate as the prices of these metals change. Additionally, with the upcoming acquisition of New Gold, our results of operations and cash flows will fluctuate as the prices of copper changes. A period of significant and sustained lower prices would materially and adversely affect our results of operations and cash flows. In response to environments of lower metal prices and/or higher treatment and refining charges, we may have to revise our operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of our properties and discontinuing certain exploration and development plans. These types of initiatives may not sufficiently offset reductions in revenues, and we may continue to incur losses associated with sustained lower metals prices and/or higher treatment and refining charges.

Operating costs at our mines are also affected by the price of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel and concrete. Prices for these input commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflation, currency fluctuations, consumer or industrial demand and other factors. An increase in the cost, or decrease in the availability, of input commodities, labor, or equipment, due to factors beyond the Company’s control may affect the timely conduct and cost of our operations and development projects. Continued volatility in the prices of commodities and other supplies we purchase could lead to higher costs, which would adversely affect results of operations and cash flows.

Volatility in metals prices may also impact the price of our outstanding securities.

Speculation in the market may result in short term volatility in the prices of the metals we produce and result in significant changes in the price of our securities, which may not be reflective of our operating performance or financial results. For example, the price of silver increased 11% between October 3, 2025 and October 16, 2025, and then decreased by 9% on October 29, 2025. This swing in the price of silver was seemingly attributable to a coordinated effort by market participants to drive up the price of silver and did not reflect changes in the underlying fundamentals that typically drive changes in the price of silver, including supply and demand. The price of our common stock increased by 23% and decreased by 21% during the same periods. The trading volume for shares of our common stock also increased significantly during this period. This volatility in the price of our common stock did not, in our view, reflect any significant change in our business or results of operations during the same period.

The estimation of mineral reserves and mineral resources is imprecise and depends upon subjective factors. Estimated mineral reserves and mineral resources may not be realized in actual production. Our results of operations and financial position may be adversely affected by inaccurate estimates.

The mineral reserve and mineral resource figures presented in our public filings are estimates made by our technical personnel and independent mining consultants with whom we contract. Mineral reserve and mineral resource estimates are a function of geological and engineering analyses that require us to make assumptions about production costs, recoveries and the market prices of gold, silver, zinc and lead. While the Company believes that its mineral reserve and mineral resource estimates are developed using well-established practices and with appropriate controls, mineral reserve and mineral resource estimation is an imprecise and subjective process. The accuracy of these estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about gold, silver, zinc and lead market prices are subject to great uncertainty as those prices fluctuate widely. Declines in the market prices of gold, silver, zinc or lead may render mineral reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development or mining at one or more of our properties or write down assets as impaired. Should we encounter mineralization or geologic formations at any of our mines or projects that are different from those predicted, we may adjust our mineral reserve and mineral resource estimates and alter our mining plans. No assurances can be given that all mineral reserves will be mined, as mineralized material that may qualify as reserves under applicable standards by virtue of being economic to mine may not generate attractive enough returns to be included in our mine plans, due to factors such as the impact of the gold stream at Palmarejo. As a result, we may elect not to mine portions of the mineralized material reported as reserves. In addition, no assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves or that inferred resources will be upgraded to measured or indicated resources. Updates to our mining plans or new or updated technical or geological information may also impact anticipated metal recovery rates. Any of these adjustments may adversely affect actual operating performance, production, financial condition, results of operations and cash flows.

A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services provided by smelters, refiners or other third parties could have a material adverse effect on our results of operations.

We rely on refiners and smelters to refine, process and, in some cases, purchase the gold and silver doré and concentrate produced by our mines. Access to refiners and smelters on economic terms is critical to our ability to sell our products to buyers and generate revenues. We have existing agreements with refiners and smelters, some of whom operate their refining or smelting facilities outside the United States. We believe our current contractual arrangements are sufficient so that the loss of any one refiner or smelter would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, services provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomic or no access to refining or smelting services for short or long periods of time. Epidemics, pandemics or natural disasters may also impact refiners, smelters or other third parties with whom we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other third-party services.

Any delay or loss of access to refiners or smelters may significantly impact our ability to generate revenues by selling doré and concentrate products. A default by a refiner or smelter on its contractual obligations to us or an insolvency event or bankruptcy filing by a refiner or smelter may result in the partial or total loss of our doré or concentrate in the possession of the refiner or smelter, and such a loss likely would not be insured by our insurance policies. We cannot ensure that alternative refiners or smelters would be available, that they would offer comparable terms, or that we would not experience delays or disruptions in sales that would materially and adversely affect results of operations.

There are significant hazards associated with mining activities, some of which may not be fully covered by insurance.

The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, geotechnical failures, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions or machine failure. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. For example, a fire recently occurred in the Wharf mine crushing facility, which disabled the facility and necessitated the use of temporary crushers pending repairs.

We maintain insurance policies that protect against property loss and business interruption in amounts that we believe are reasonable taking into account the nature of, and risks related to, our business and operations as well as the cost of policy premiums. Such insurance is, however, subject to certain exclusions, and potential claims could exceed policy limits. There is no guarantee that we will receive insurance proceeds with respect to a particular event or loss, such as the claims we plan to submit related to the Wharf fire incident. Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available. Any liabilities that we incur for these risks and hazards could be significant and could adversely affect results of operations, cash flows and financial condition.

RISKS RELATED TO OUR OPERATIONS

Our future growth will depend upon our ability to expand existing mines and develop and start-up new mines, either through exploration at existing properties or by acquisition of other mining companies or properties.

Because mines have limited lives based on proven and probable mineral reserves, our ability to achieve significant additional growth in revenues and cash flows will depend upon our success in further developing and expanding existing properties and the opportunistic acquisition or development and start-up of exploration projects or new mining properties, such as the acquisition of mining concessions from a subsidiary of Fresnillo plc that are located adjacent to the existing Palmarejo site, the acquisition of SilverCrest Metals Inc. (“SilverCrest”) in February 2025, which operates the Las Chispas mine in Sonora, Mexico (the “SilverCrest Transaction”) and the expected integration of two Canadian mines, New Afton and Rainy River, as part of Coeur’s upcoming acquisition of New Gold.

While initial development of our operating mines has been substantially completed, development work continues to expand these mines while leveraging existing infrastructure. Palmarejo completed open pit mining several years ago and evolved to be an underground-only operation, developing new underground mining operations. At Rochester, we completed the POA 11 expansion in 2024, which is a significant additional expansion that includes a three-stage crushing facility, a new leach pad, and a new Merrill-Crowe processing facility and related infrastructure to support the extension of Rochester’s mine life. At Kensington, we amended our operating permit in 2022 to allow for an additional 10 years of mine life by providing for expanded tailings and waste rock storage, increased mill throughput, enhanced infrastructure and other benefits (“POA 1”). We recently completed a multi-year exploration and underground mine development program to extend Kensington’s mine life. Our ability to timely complete these and future mine expansion and mine life extension projects is dependent on numerous factors, many of which are outside of our control, including, among others, availability of funding on acceptable terms, timing of receipt of permits and approvals from regulatory authorities, obtaining materials and equipment, as well as construction, engineering and other services, at favorable prices and terms, and disputes with third-party providers of materials, equipment or services. Construction services performed by contractors create a risk of delays or additional costs resulting from, among other factors: inability to negotiate contracts with favorable pricing and terms; delays in performance of the services; failure of a contractor to comply with applicable laws and regulations; termination of a contract by a contractor before completion of the services; failure by a contractor to obtain necessary equipment or materials; mismanagement by a contractor of its workforce; and insolvency or other financial difficulty encountered by a contractor which results in a delay in services or termination of a contract with the contractor. Expected benefits from the Rochester expansion are based on estimates of a variety of key factors, including mineral reserves and resources, grade, recovery rates, the ability of processing infrastructure such as the refinery to meet higher throughput rates, and operating costs among others. However, achieving results in line with those estimates is subject to risks and uncertainties such as variability in grade, recovery rates and cost inputs and any inability of infrastructure to accommodate higher throughput. We cannot provide assurance that we will be able to successfully expand or extend the lives of existing mining operations, and a completed project may not yield the anticipated operational or financial benefits, such as expected availability, throughput, metal recovery rates, concentrate quality, unit costs, operating margin and/or cash flows, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

In addition, we have acquired mining properties such as the Silvertip exploration property and the Las Chispas mine and expect to add the New Afton and Rainy River mines as part of the New Gold Transaction. We cannot guarantee that we will be able to successfully develop and start-up new mining properties, restart mining and processing activities at the Silvertip exploration property, integrate the operations of the New Afton and Rainy River mines following the contemplated New Gold Transaction or acquire additional mining properties on favorable economic terms or at all.

We regularly evaluate and engage in discussions or negotiations regarding acquisition opportunities. Any transactions that we contemplate or pursue would involve risks and uncertainties and would be subject to competition from other mining companies. There can be no assurance with respect to the timing, likelihood or business effect of any possible transaction.

We may be unable to successfully integrate, may not realize the expected benefits of recent or future acquisitions or may face risks associated with divestitures.

We regularly explore opportunities to selectively acquire other businesses or assets or to divest ourselves of all or part of certain assets in support of our growth plans and strategic objectives. There can be no assurance that the anticipated benefits of past acquisitions, including the SilverCrest Transaction and the anticipated New Gold Transaction, or any future acquisition, will be realized on the originally anticipated timeline or at all. The success and the ability to realize the anticipated benefits of any acquisition will depend upon our ability to effectively manage the integration, performance and operations of entities or properties we acquire. The process of managing acquired businesses or assets may involve unforeseen challenges and may require a disproportionate amount of our resources, which may divert focus and resources from other strategic opportunities and/or from operational matters during this process. As an example, the ramp up of the Silvertip exploration property, acquired in late 2017, was slower and less profitable than originally anticipated, due primarily to more significant mill availability and maintenance challenges than were anticipated at the time Silvertip was acquired, as well as deteriorating zinc and lead market conditions.

As a result of the SilverCrest Transaction, Coeur’s business has expanded to include the Las Chispas mine in Sonora, Mexico. The commercial viability of the Las Chispas operation is dependent on various elements, including mining and processing costs, deposit characteristics such as size, grade, and infrastructure accessibility, as well as the cyclical nature of metal prices and governmental regulations. Factors such as weather events, permit issues, infrastructure failures, and community-related concerns also pose threats to Las Chispas. While the precise impact of these factors is uncertain, their convergence may render the Las Chispas mine economically unfeasible, potentially leading to closure.

Further, with the completion of the New Gold Transaction, Coeur’s presence in Canada is expected to grow with the two Canadian operations of the New Afton gold-copper mine and Rainy River gold mine.

In addition to the above, any acquisition would be accompanied by risks, including:

• a significant change in macroeconomic conditions, including commodity prices, treatment and refining charges or stock prices after we have committed to complete the transaction and established the purchase price or exchange ratio;
• additional debt incurred or issued to fund some or all of acquisition consideration, resulting in increased interest expense and other borrowing costs;
• issuance of equity securities as acquisition consideration (which occurred in the SilverCrest Transaction and is expected to occur in the New Gold Transaction), resulting in ownership dilution of our existing stockholders;
• a material ore body may prove to be below our expectations;
• processing facilities may not operate as well as anticipated, and may require significant maintenance, downtime and capital investment, as was the case with the original mill at Silvertip;
• difficulties integrating and assimilating the operations and personnel of any acquired companies and supporting expanded operations, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization;
• difficulties or loss of social license to operate resulting from failure of efforts to establish positive relationships and/or agreements with local communities or local indigenous peoples; and
• the acquired business or assets may have significant liabilities, such as environmental liabilities, or significant capital expenditures that we failed to discover or have underestimated.

We cannot predict the impact of future acquisitions on the price of our common stock or ensure that we will be able to obtain necessary acquisition or development financing on acceptable terms or at all. Unprofitable acquisitions, or additional liabilities, indebtedness or issuances of securities in connection with such acquisitions or any future mine development, may negatively affect our results of operations.

In connection with dispositions, the Company may provide representations, warranties and indemnities customary for such transactions. There is a risk that the Company may incur liability in the future associated with assets it no longer owns or in which it has a reduced interest.

Significant investment risks and operational costs are associated with exploration and development activities. These risks and costs may result in lower economic returns and may adversely affect our business.

Our ability to sustain or increase current production levels depends in part on successful exploration and development of new ore bodies and expansion of existing mining operations. Substantial expenditures are required to establish mineral reserves, to extract metals from ore and, in the case of new properties, to construct mining and processing facilities.

Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations or exploration properties, as well as the anticipated integration of the New Afton and Rainy River mines following the completion of the New Gold Transaction. These projects can take several months or years to complete, are complex and require significant capital expenditures, as demonstrated by the recently completed POA 11 expansion at Rochester. These projects are subject to significant risks described in this Item 1A, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.

Mineral exploration involves many risks and is frequently unproductive. Even if mineral deposits are found, those deposits may be insufficient in quantity or quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change. Few properties that are explored are ultimately developed into producing mines. The commercial viability of a mineral deposit, once developed, depends on a number of factors, including: the particular attributes of the deposit, including size, grade and proximity to infrastructure; government regulations, including taxes, royalties and land tenure; land use; importing and exporting of minerals; environmental protection; mineral prices; and issuance and maintenance of necessary permits. Factors that affect adequacy of infrastructure include reliability of roads, bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructure. The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.

In addition, exploration projects such as Silvertip may have little or no relevant operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items such as estimates of mineral resources and mineral reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques and feasibility studies. Estimates of operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.

The Company may be affected by global supply chain disruptions.

The Company may face supply chain disruptions as a result of matters outside of the Company’s control or ability to mitigate, such as natural disasters, transportation disruptions, economic instability, sanctions or tariffs, geopolitical unrest, civil or international hostilities and global pandemics, among others. Recently, the continued Russian invasion of Ukraine and the conflict in the Middle East have resulted in losses of life, displacement of people, and political and economic disruptions on a global scale. Additionally, recent economic tensions involving jurisdictions in which we operate or from which we source goods have resulted in proposed or actual implementation of tariffs and other trade barriers that could result in disruptions to supply chains or lead to increased costs to obtain necessary supplies. There may be unforeseen impacts from these events globally on commodity prices, liquidity and credit or supply chains, and the Company continues to monitor them closely.

We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. Such write-downs may adversely affect our results of operations and financial condition.

We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification Section 360. Under that standard, we review the recoverability of our long-lived assets, such as our mining properties, upon a triggering event. Such review involves estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment, measured by comparing an asset’s carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows. We conduct a review of the financial performance of our mines in connection with the preparation of our financial statements for each reporting period and determine whether any triggering events are indicated.

If there are significant and sustained declines in relevant metal prices, or if we fail to control production and operating costs or realize the mineable ore reserves at our mining properties, we may terminate or suspend mining operations at one or more properties. These events could require a further write-down of the carrying value of our assets. Any such actions would adversely affect our results of operations and financial condition.

We may record other types of charges in the future if we sell a property or asset for a price less than its carrying value or have to increase reclamation liabilities in connection with the closure and reclamation of a property. Any additional write-downs of mining properties or other assets could adversely affect our results of operations and financial condition.

Coeur is an international company and is exposed to political and social risks associated with its foreign operations.

A significant portion of our revenues is generated by operations outside the United States, particularly Mexico. Exploration, development, production and closure activities in many countries are potentially subject to heightened political and social risks that are beyond our control and could result in increased costs, capacity constraints and potential disruptions to our business. These risks include the possible unilateral cancellation or forced renegotiation of contracts in which we, directly or indirectly, may have an interest, unfavorable changes in foreign laws and regulations, royalty and tax increases (including taxes associated with the import or export of goods), risks associated with the value-added tax (“VAT”) and income tax refund recovery and collection process, aggressive or punitive tax audits, policy-driven or punitive interference with or moratoriums on processing of permit applications or granting water or mineral concessions, erection of trade barriers, including tariffs and duties, claims by governmental entities or indigenous communities, changes to mining and related laws impacting current and future operations, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which our operations are conducted. As an example, as disclosed in Note 18 -- Commitments and Contingencies to the Consolidated Financial Statements, we are currently engaged in efforts to recover amounts unduly paid to the Mexican government that are owed to Coeur associated with a prior royalty agreement covering gold production at Palmarejo, including through international arbitration. While the Company believes that it remains legally entitled to be refunded the full amount of the unduly paid VAT receivable and intends to rigorously continue its recovery efforts, based on the continued failure to recover the receivable and unfavorable Mexican court decisions, the Company determined to write down the carrying value of the receivable of $26.0 million at September 2021. In addition, recent amendments to mining, water and environmental laws in Mexico, and recent government actions under the prior Mexican administration intended to slow or halt the normal processing of permits and granting of water or mineral concessions, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions. The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes, tariffs or duties imposed by U.S. or foreign jurisdictions, as well as other actions taken in potential trade disputes, which could have a material adverse effect on our business, financial condition, or future prospects. In addition, our rights under local law may be less secure in countries where judicial systems are susceptible to manipulation and intimidation by government agencies, non-governmental organizations or civic groups.

Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs to renegotiate contracts, meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, address aggressive or punitive tax audit assessments including through litigation, or experience significant delays or obstacles in the recovery of VAT or income tax refunds owed, which could materially and adversely affect financial condition, results of operations and cash flows.

Our operations outside the United States also expose us to economic and operational risks.

Our operations outside the United States also expose us to economic and operational risks. Local economic conditions, as well as epidemics, pandemics or natural disasters, can cause shortages of skilled workers and supplies, increase costs and adversely affect the security of operations. In addition, higher incidences of criminal activity and violence in the area of some of our foreign operations, including drug cartel-related violence in Mexico, could adversely affect our ability to operate in an optimal fashion and may impose greater risks of extortion and theft, greater risks to our personnel and property, greater risks to the transport of materials to refineries, and greater risks to the supply of services and goods to our operations, including specialized equipment. These conditions, including security concerns in certain communities surrounding the Palmarejo complex impacting third-party deliveries of supplies to Palmarejo, could adversely impact our operations and lead to lower productivity and higher costs, which would adversely affect results of operations and cash flows.

In addition, acts of civil disobedience are not uncommon in certain areas of Mexico where our operations or projects are located. In recent years, many mining companies have been the targets of actions to restrict their legally entitled access to mining concessions or property. Such acts of civil disobedience often occur without warning and can result in significant direct and indirect costs. We cannot provide assurance that there will be no disruptions to site access in the future, which could adversely affect our business.

We sell gold doré, gold concentrate, silver doré and silver concentrate in U.S. dollars, but we conduct operations outside the United States in local currency. Currency exchange movements could also adversely affect our results of operations.

Our success depends on developing and maintaining relationships with local communities and other stakeholders.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our operations, including indigenous peoples who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations. We believe our operations can provide valuable benefits to surrounding communities, including through direct employment, training and skills development and other benefits associated with ongoing payment of taxes. In addition, we seek to maintain our partnerships and relationships with local communities, including indigenous peoples, and stakeholders in a variety of ways, including in-kind contributions, volunteer time, sponsorships and donations. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Evolving expectations related to human rights, indigenous interests and environmental protection may result in opposition to the Company’s current or future activities. Notwithstanding our ongoing efforts, local communities and stakeholders could become dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us or our operations. Any such occurrences could materially and adversely affect our financial condition, results of operations and cash flows.

In addition, the growing use of social media to generate, publish and discuss community news and issues and to connect with others has made it significantly easier, among other things, for individuals and groups to share their opinions and information about our business and activities, whether true or not. We do not have direct control over how we are perceived by others and any resulting loss of reputation could have a material adverse effect on our business, financial position and results of operations.

Our mining assets are subject to geotechnical and hydrological risks, and a related incident could materially and adversely impact our production, profitability and financial condition, as well as the value of our common stock.

Our mining assets are subject to geotechnical and hydrological risks which could impact the structural integrity of our mines, stockpiles, leach pads and tailings storage facilities. No assurances can be given that unanticipated adverse geotechnical and hydrological conditions, such as landslides, pit wall failures or tailings dam instability will not occur in the future or that such events will be detected in advance. Geotechnical and hydrological instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. The occurrence of significant leach pad failures at third-party sites in recent years may result in the introduction of additional laws and regulations, which could result in additional operational and compliance costs for our sites. Some of these risks may be heightened further by the remote location of our operations.

Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington and Palmarejo mines. We place tailings into engineered containments, underground as structural backfill, and as thickened tailings into a former open pit. In response to several recent tailings facility failures at third-party operations that have involved loss of life and resulted in severe property and environmental ecosystem damage, we completed a comprehensive review of our tailings facilities and operational practices to characterize our risk profile. We concluded that our tailings facilities represent a low exposure risk profile for several reasons, including that our tailings facilities were constructed using construction methods recognized in the industry as the most stable tailings facility design using high strength and chemically stable rock in construction. Our facilities are continuously monitored and inspected by internal resources as well as third-party industry qualified experts. The significant dam failure events at third-party locations that have occurred in recent years may lead to regulatory governance changes stemming from updated laws, regulation or guidance, which could result in increased operational and compliance costs if we need to make changes to existing facilities. The failure of a tailings facility at one of our mine sites could result in severe, and in some cases catastrophic, property and environmental damage and loss of life. Geotechnical or hydrological failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, fines and penalties, lawsuits filed by parties who suffer injuries or property damage from such events, increased monitoring costs, remediation costs, loss of mineral reserves and resources and other impacts, which could have a material adverse effect on our results of operations and financial position as well as the value of our common stock.

Our estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

We have in the past, and may in the future, provide estimates and projections of our future production, costs, expenditures and financial results. Any such information is forward-looking. Neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, do not express any opinion or any other form of assurance on these estimates and projections. Estimates and projections are made by our management and technical personnel and are qualified by, and subject to the assumptions contained or referenced in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, our costs of production, the market prices of gold and silver, our ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and dorés and related treatment and refining charges, the sufficiency of our infrastructure, the performance of our personnel and equipment, our ability to maintain and obtain mining interests and permits, the state of government and community relations, and our compliance with existing and future laws and regulations. We sometimes state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any production, cost, expenditure or financial results estimates speak only as of the date on which they are made, and we disclaim any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.

Our use of derivative contracts to protect against market price volatility exposes us to risk of opportunity loss, mark-to-market fair value adjustments, potential cash collateral calls and exposure to counterparty credit risk.

We have in the past, and may in the future, enter into price risk management contracts to protect against fluctuations in the price of gold and silver, foreign currency rates and changes in the prices of fuel and other input costs. These contracts could include forward sales or purchase contracts, futures contracts, purchased or sold put and call options and other derivative instruments. We entered into price risk management contracts on certain gold and silver sales in 2021, 2022, 2023 and 2024. We determined to implement these contracts to provide for a minimum level of revenue from the sales of the covered gold and silver ounces in order to mitigate the risk of not being able to fund all or a portion of the costs of several significant projects at our existing operations, such as the Rochester expansion, as well as provide greater certainty in our planning and budgeting process. The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of the SilverCrest Transaction. These hedges settled monthly through March 2025. As of December 31, 2025, no forward contracts remained outstanding. See Note 14 — Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements.

The use of derivative instruments can expose us to risk of an opportunity loss and may also result in significant mark-to-market fair value adjustments, which may require us to post cash or other collateral or have a material adverse impact on reported financial results. Our exposure may be particularly acute for our derivative instruments accounted for as cash flow hedges because those contracts are cash net settled on a monthly basis. We are exposed to credit risk with contract counterparties, including, but not limited to, sales contracts and derivative contracts. In the event of nonperformance in connection with a contract, we could be exposed to a loss of value for that contract.

We are dependent upon information technology and operational technology, including technology that incorporates artificial intelligence (“AI”), which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.

The information technology and operational technology used in our business and operations are subject to disruption, damage or failure from a variety of sources, including, without limitation, malicious AI usage or misuse of AI, computer viruses, security breaches, cyberattacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or machines and equipment, other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, and the corruption of data or the disabling, misuse or malfunction of machines and equipment. Various measures have been implemented to manage our risks related to information technology, operational technology and network disruptions. However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, we could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems, equipment and networks or financial losses from remedial actions, any of which could have a material adverse effect on cash flows, financial condition or results of operations. We may also incur large expenditures to recover data, to repair or replace networks or information or to protect against similar future events.

We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on our business, financial position and results of operations. Although the Company has not experienced any material loss to date relating to cybersecurity, there can be no assurance that the Company will not incur such loss in the future. We carry cybersecurity insurance; however, it may not be sufficient to cover losses arising from cybersecurity incidents that may occur.

There has been heightened legislative and regulatory focus on data privacy, cybersecurity and AI usage and compliance in the U.S and elsewhere. We may be required to comply with a fast-evolving set of legal requirements in this area, including substantive data privacy, cybersecurity and AI standards. This regulatory environment may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

We may be expected to continue enhancing our sustainability practices to meet evolving and inconsistent standards.

Environmental sustainability factors, including water stewardship, biodiversity and climate-related initiatives such as GHG emissions targets and climate risk management, are a metric used by many institutional investors to review and assess the performance of the Company and a significant factor in their investment decisions. We believe we have established ourselves as a leader among peers in this area and continued to advance our sustainability initiatives, and have adopted specific, objective goals such as continuing to improve our industry-leading safety record, reducing the net intensity of our GHG emissions across the Company, advancing our commitment to an inclusive culture to attract and retain the workforce we need today and in the future, strengthening community relations and protecting critical habitat. However, there are no assurances that our efforts will be sufficient or meet the standards set by third-party analysts or institutional or other investors.

Our operations may be disrupted, and our financial results may be adversely affected by an outbreak of infectious disease or pandemic.

An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 pandemic, and the response thereto, could adversely impact our business and operations. If a significant portion of our workforce becomes unable to work or travel to our operations due to illness or government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend operations at one or more of our mines, which could reduce production, limit exploration activities and development projects and impact liquidity and financial results. While we have implemented several initiatives to protect the health and safety of our employees, contractors and communities to date, some of which have and may result in additional costs to us, there can be no assurance that the Company will remain unaffected by potential future health crises.

Public health threats and related government restrictions, including potential closure of national borders, may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely.

Third parties with whom we conduct business, including the refiners and smelters that process and, in some cases, purchase the doré and concentrate produced by our mines, are also subject to these risks and may be required to reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development and expansion projects, or sell our products and generate revenues.

To the extent any pandemic or other public health threat adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this Item 1A, such as those relating to our operations and indebtedness and financing. Because of the highly uncertain and dynamic nature of events pandemics and other public health threats, it is not possible to estimate the full potential impact on our business. However, these effects could have a material impact on our business and results of operations or financial condition.

Our business depends on good relations with, and the retention and hiring of, personnel.

We may experience labor disputes, work stoppages or other disruptions in production that could adversely affect our business and results of operations. Labor disruptions may be used to advocate labor, political or social goals, particularly at non-U.S. mines. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of local economies. We cannot assure that work stoppages, union organizing activities or other disruptions will not occur in the future. Any such work stoppage or disruption could expose us to significant costs and have a material adverse effect on our business, results of operations or financial condition.

We compete with other mining companies to attract and retain key executives, skilled labor, contractors and other employees. We may be unable to continue to attract and retain skilled and experienced employees and contractors, which could have an adverse effect on our competitive position or adversely impact our results of operations or financial condition.

Continuation of our mining operations is dependent on the availability of sufficient and affordable water supplies.

Our mining operations require significant quantities of water for mining, ore processing and related support facilities. In particular, our properties in Mexico and Nevada are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production and mine development is dependent on our ability to acquire and maintain water rights and claims and to defeat claims adverse to current water uses in legal proceedings. For example, in January 2024, the Mexican Supreme Court issued a ruling that invalidated certain non-material surface water rights previously utilized at Palmarejo. Although each of our operating mines currently has sufficient water rights and claims to cover its operational demands, we cannot predict the potential outcome of pending or future legal proceedings relating to enforcement of water rights, claims and uses, or potential pressure from other users of water, government agencies and officials, and/or non-governmental organizations to limit the amount of water made available to or used for mining activities, regardless of legally valid water rights.

Water shortages may also result from weather or environmental and climate impacts outside of our control. Shortages in water supply could result in interruptions to production and processing activities. In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water to conduct our operations. The loss of some or all water rights, ongoing litigation to enforce existing water rights, ongoing shortages of water to which we have rights and/or significantly higher costs to obtain sufficient quantities of water could result in our inability to maintain production at current or expected levels, require us to curtail or shut down mining operations or could prevent us from pursuing expansion or development opportunities, which could adversely affect our results of operations and financial condition. Laws and regulations may be introduced in the jurisdictions in which we operate which could also limit access to sufficient water resources, adversely affecting our existing operations or our expansion or development plans.

We may not be able to recognize the benefits of deferred tax assets.

We have accrued deferred tax assets in various jurisdictions from past operating losses, but may not be able to utilize part or all of these assets in the future. We recognize the expected future tax benefit from these assets only if it is considered more likely than not that the tax benefit will be realized. Otherwise, a valuation allowance is applied against deferred tax assets that are not more likely than not to be utilized. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income, including application of existing tax laws in each jurisdiction, assumptions about future metals prices, the macroeconomic environment and results of our operations. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize deferred tax assets could be impacted. Additionally, future changes in tax laws or changed interpretations or applications of relevant laws by government agencies – even if contrary to existing legal precedent or punitive in nature – could limit our ability to realize the future benefits represented by our deferred tax assets and annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period.

RISKS RELATED TO INDEBTEDNESS AND FINANCING

Our future operating performance may not generate cash flows sufficient to meet debt payment obligations.

As of December 31, 2025, we had approximately $340.5 million of outstanding indebtedness. Our ability to make scheduled debt payments on outstanding indebtedness will depend on future results of operations and cash flows. Our results of operations and cash flows, in part, are subject to economic factors beyond our control, including the market prices of gold and silver, among other factors described in this Item. Although we have been successful in repaying or refinancing debt historically, there can be no assurance that we can continue to do so. We may not be able to generate enough cash flow to meet obligations and commitments under outstanding debt instruments.

If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, incur additional debt or equity capital or restructure or refinance our indebtedness. We cannot predict whether we would be able to refinance debt, issue equity or debt securities or dispose of assets to raise funds on a timely basis or on satisfactory terms, which could have a material adverse impact on the Company. In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase. The agreements governing our outstanding indebtedness restrict our ability to dispose of certain assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

The terms of our debt impose restrictions on our operations.

The agreements governing our outstanding indebtedness include a number of significant negative covenants. These covenants, among other things:

• limit our ability to obtain additional financing, repurchase outstanding equity or issue debt securities;
• require us to meet certain financial covenants including a senior secured leverage ratio, a consolidated net leverage ratio and a consolidated interest coverage ratio;
• require a portion of our cash flows to be dedicated to debt service payments instead of other purposes, which reduces the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
• limit our ability to sell, transfer or otherwise dispose of assets, enter into transactions with and invest capital in affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends, consolidate, amalgamate, merge or sell all or substantially all of our assets;
• increase our vulnerability to general adverse economic and industry conditions;
• limit our flexibility in planning for and reacting to changes in the industry in which we compete; and
• place us at a disadvantage compared to other, less leveraged competitors.

A breach of any of these covenants could result in an event of default under the applicable agreement governing our outstanding indebtedness that, if not cured or waived, could cause all amounts outstanding with respect to the debt to be due and payable immediately. Acceleration of any debt could result in cross-defaults under our other debt instruments. Our inability to meet any of these covenants may also result in a lender requiring us to agree to additional restrictive covenants which may, among other things, limit our ability to fund our existing operations or incur additional indebtedness. Our assets and cash flow may be insufficient to repay borrowings fully under all of our outstanding debt instruments if any of our debt instruments are accelerated upon an event of default, which could force the Company into bankruptcy or liquidation.

Any downgrade in the credit ratings assigned to us or our debt securities could increase future borrowing costs, adversely affect the availability of new financing and may result in increased collateral requirements under our existing surety bond portfolio.

There can be no assurance that any rating currently assigned by Standard & Poor’s Rating Services or Moody’s Investors Service to us or our debt securities will remain unchanged for any given period of time or that a rating will not be lowered if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. For example, rating agencies may reevaluate Coeur’s credit ratings following the consummation of the New Gold Transaction. Factors that may impact Coeur's credit ratings with the consummation of the New Gold Transaction include debt levels, planned asset purchases or sales and near-term and long-term production growth, opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. Likewise, if we are unable to maintain our outstanding debt and financial ratios at levels acceptable to the credit rating agencies, or should our business prospects or financial results deteriorate, including as a result of declines in gold or silver prices or other factors beyond our control, our ratings could be downgraded by the rating agencies. A downgrade by the rating agencies could adversely affect the value of our outstanding debt securities, our existing debt, and our ability to obtain new financing on favorable terms, if at all, may increase borrowing costs, and may result in increased collateral requirements under our existing surety bond portfolio, which in turn may adversely affect our results of operations and financial position.

RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS

We are subject to significant governmental regulations, including the U.S. Mine Safety and Health Act, the Health, Safety and Reclamation Code for Mines under the British Columbia Mines Act and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.

Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Changes in existing laws, possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.

U.S. surface and underground mines like the Kensington, Rochester and Wharf mines are regularly inspected by the U.S. Mine Safety and Health Administration (“MSHA”). These inspections may lead to written citations or violation notices, which are reported in Exhibit 95.1 to this Report. Recently, MSHA has been conducting more comprehensive inspections of mining operations in general, focusing on miner health and critical safety hazards. Similar inspections are conducted at the Silvertip exploration property in British Columbia, Canada by the British Columbia Ministry of Mining and Critical Minerals, in Mexico at the Palmarejo complex and Las Chispas mine by the Mexican Secretaria del Trabajo y Prevision Social (Secretary of Labor and Social Safety).

Recent amendments to mining, water and environmental laws in Mexico, and the subsequent corresponding regulations thereto, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions. Legal actions challenging the validity and implementation of these recent amendments have been filed by various groups and the proceedings remain ongoing.

Failure to comply with applicable laws, regulations and permitting requirements may result in temporary or extended shutdowns, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures, including the payment of fines or penalties, capital expenditures, installation of additional equipment or remedial actions, any of which could have a material, adverse effect on our business and results of operations.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation and environmental justice provisions are evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. We may incur environmental costs that could have a material adverse effect on financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy. The environmental standards that ultimately may be imposed at a mine site affect the cost of remediation and could exceed the financial accruals that we have made for such remediation. The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago on properties that we currently or previously owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. We cannot assure that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

Some of the mining waste from our U.S. mines currently are exempt to a limited extent from the extensive set of EPA regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”). If the EPA were to repeal this exemption and designate these mining wastes as hazardous under RCRA, we would be required to make significant expenditures to manage the waste and to construct hazardous waste storage or disposal facilities. Under the Mercury Export Ban Act of 2008 (“MEBA”), incidental elemental mercury generated at our Rochester mine as part of the processing of ore may not be exported outside of the United States and is required to be stored in a facility designated by the U.S. Department of Energy (“DOE”) for long-term mercury management. The DOE is undergoing processes to designate such a facility and to establish storage and handling fees, which is not yet final. The outcome could result in material cost being incurred to ship and store mercury from our Rochester operation. In addition, if any of these wastes causes contamination in or damage to the environment at a U.S. mining facility, that facility could be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). Under CERCLA, any present owner or operator of a Superfund site or the owner or operator at the time of contamination may be held jointly and severally liable regardless of fault and may be forced to undertake extensive remedial cleanup action or to pay for the cleanup efforts. The owner or operator also may be liable to federal, state and tribal/indigenous governmental entities for the cost of damages to natural resources, which could be substantial. Additional regulations or requirements also are imposed on our tailings and waste disposal areas in Alaska under the federal Clean Water Act (“CWA”), in Nevada under the Nevada Water Pollution Control Law which implements the CWA, in South Dakota under the South Dakota Water Pollution Control Act and the Administrative Rules of the State of South Dakota, in British Columbia (Canada) under the Health, Safety and Reclamation Code for Mines in British Columbia, the British Columbia Environmental Management Act and the Canadian Metal and Diamond Mining Effluent Regulations, and in Mexico under the General Law of Ecological Balance and Protection of the Environment (the “GLEBPE”) and the regulations under the GLEBPE related to environmental protection in impact assessment matters.

Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in the U.S. and are regulated under the Environmental Management Act in British Columbia (Canada) and the GLEBPE and the regulations under GLEBPE related to prevention and control of the pollution of the atmosphere in Mexico. In addition, there are numerous legislative and regulatory initiatives related to climate change, reductions in GHG emissions, or energy policy and adoption of these initiatives through legislative actions or administrative policy could have a material adverse effect on results of operations and cash flows. However, we are unable to predict the scope, nature and timing of any new or increased environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor existing and proposed laws and regulations in the jurisdictions in which we operate to consider actions we may take to potentially mitigate any unfavorable impact of such laws or regulations.

In addition, U.S. environmental conservation efforts could result in the withdrawal of certain federal lands from mineral entry under relevant mining law, which could have the effect of restricting our current or future planned activities involving our unpatented mining claims on the affected public lands.

We are required to obtain and renew governmental permits in order to conduct operations, a process which is often costly and time-consuming. Our ability to obtain necessary government permits to expand operations or begin new operations may be materially affected by third-party activists.

In the normal course of our business, we are required to obtain and renew governmental permits for exploration, operations and expansion of existing operations and for the development of new projects, such as the permits recently obtained for the Rochester expansion, POA 1 at Kensington and the main operating permit at Palmarejo. Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority and government and third-party sentiment towards the mining industry generally. We may not be able to obtain or renew permits that are necessary to our operations, or the cost and time required to obtain or renew permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could impede or delay the development or operation of a mine, which in turn could have a material adverse effect on our revenues and future growth. Any delay in obtaining a permit may require us to revise mine plans or curtail expected production, which could have a material adverse effect on results of operations and cash flow. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our operations.

Private parties such as environmental activists frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or expansion of a mine. In addition, our ability to successfully obtain key permits and approvals to explore for minerals and to develop, operate and expand mines, as well as to conduct our operations, will likely depend on our ability to develop, operate, expand and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, human health and safety of communities in which we operate.

Our business is subject to anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.

We operate in certain jurisdictions that have experienced governmental and private sector corruption. The U.S. Foreign Corrupt Practices Act, as well as Canadian and Mexican anti-bribery laws generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, financial position and results of operations. Our Code of Business Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws, and we provide training and education on these topics to our employees; however, there can be no assurance that our internal control policies and procedures always will protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or violations of laws committed by our affiliates, employees or agents.

We are subject to litigation and may be subject to additional litigation in the future.

We are currently, and may in the future become, subject to other litigation, arbitration or proceedings with other parties. If decided adversely to us, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position or prospects. Responding to disputes, even those that are without merit or ultimately decided in our favor, may require us to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially and adversely affect our business. In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States. Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.

Disputes regarding our mining claims, concessions or surface rights to land in the vicinity of our mining projects could adversely impact operations.

The validity of exploration or mining claims, concessions or rights, which constitute most of our property holdings, is often uncertain and may be contested. We have used commercially reasonable efforts, in accordance with industry standards, to investigate our title or claims to our various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration or mining claims, concessions or rights, or that such exploration or mining claims, concessions or rights will not be challenged by third parties. Although we have attempted to acquire satisfactory title to undeveloped properties, in accordance with mining industry practice, we do not generally obtain title opinions until a decision is made to develop a property. As a result, some titles may be defective, particularly titles to undeveloped properties. Defective title to any of our exploration or mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting our business as a whole. There may be challenges to the title of any of the claims, concessions or rights comprising our projects that, if successful, could impair development and operations. A defect could result in us losing all or a portion of our right, title, estate and interest in and to the properties to which the title defect relates.

In Mexico, while mineral rights are administered by the federal government through federally issued mining concessions, federally recognized agrarian communities called ejidos control surface or surface access rights to their land. An ejido may sell or lease lands directly to a private entity. While we have agreements with the ejidos that impact all of our projects in Mexico, some of these agreements may be subject to renegotiation or legal challenges.

The Company’s effective tax rate could be volatile and materially change as a result of changes in tax laws, mix of earnings and other factors.

We are subject to tax laws in the United States, Mexico, Canada and other foreign jurisdictions. Changes in fiscal and tax policies, including new tax legislation and reform to existing policy, may have a significant negative impact on the Company’s effective tax rate.

Additionally, the jurisdictions in which we operate have and may in the future continue to encounter financial difficulties resulting from one or both of lower tax revenue and new and increased costs. National, state or local governments may seek to raise existing taxes or introduce new taxes, which may adversely affect our business and financial results.

Currently, the Company incurs losses in certain countries where it does not receive a financial statement benefit, and the Company operates in countries which have different statutory rates. Consequently, changes in the mix and source of earnings between countries could have a material impact on the Company’s overall effective tax rate.

In addition, new tax legislation in certain jurisdictions where we operate could negatively affect us. For example, in Nevada, where the Rochester mine is located, in response to a significant loss of tourism and gaming revenue as a result of the COVID-19 pandemic, in June 2021, the Governor signed into law a new excise tax on gross proceeds derived from mining gold and silver. In late 2024, Mexico raised taxes (which are labeled as fees) on EBITDA and revenues from gold and silver. It is difficult to predict whether further changes to tax laws in the jurisdictions where we operate will be passed and, if passed, the impact those changes may have on the Company. Any additional taxes imposed on us would adversely affect our financial condition, perhaps materially.

RISKS RELATED TO OUR COMMON STOCK

We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, including the anticipated New Gold Transaction, which would lead to dilution of our issued and outstanding common stock and may materially and adversely affect the price of our common stock.

The issuance of additional equity securities or securities convertible into equity securities, whether to acquire new companies or businesses or for other strategic benefits, would result in dilution of our existing stockholders’ equity ownership. For example, in our acquisition of SilverCrest we issued 1.6022 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of SilverCrest, resulting in the issuance of 239,331,799 Coeur common shares. Similarly, as part of the New Gold Transaction, we expect to issue 0.4959 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of New Gold, resulting in the expected issuance of approximately 392,610,973 Coeur common shares. The increase to the number of outstanding shares of Coeur’s common stock may impact the marketplace’s view of Coeur’s common stock and may lead to adverse changes in the stock’s trading volume and trading price.

Additionally, former SilverCrest shareholders who received Coeur common stock in the SilverCrest Transaction and New Gold shareholders who may receive Coeur common stock in the contemplated New Gold Transaction may choose to sell or otherwise dispose of such shares, or Coeur’s historic stockholders may decide to reduce their investment in Coeur as a result of the SilverCrest and New Gold Transactions’ impact to Coeur’s overall investment profile. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, Coeur’s financial position with the completion of the New Gold Transaction may differ from its financial position before the completion of the New Gold Transaction, and the results of Coeur’s operations and cash flows following the completion of the New Gold Transaction may be affected by factors different from those affecting its financial position or results of operations and cash flows prior to the New Gold Transaction, all of which could adversely affect the market price of Coeur common stock. Accordingly, the market price and performance of Coeur common stock subsequent to the acquisition is likely to be different from the performance of Coeur common stock prior to the New Gold Transaction.

Other issuances of Coeur common stock may also adversely affect the price of our common stock. In 2024, the Company completed the exchange of $5.9 million principal amount of its 5.125% Senior Notes (the “Senior Notes”) plus accrued interest for 1.8 million shares of its common stock, par value $0.01 per share, pursuant to a privately-negotiated agreement with such issuance of common stock made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. In 2024, the Company also entered into subscription agreements with certain Canadian accredited investors for a private placement offering of an aggregate 7.7 million shares of common stock, par value $0.01 per shares, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada).

We are authorized to issue, without stockholder approval, 10.0 million shares of preferred stock in one or more series, to establish the number of shares to be included in each series and to fix the designation, powers, preferences and relative participating, optional, conversion and other special rights of the shares of each series as well as the qualification, limitations or restrictions on each series. Any series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. If we issue additional equity securities, the price of our common stock may be materially and adversely affected.

Holders of our common stock may not receive dividends.

We have not historically declared cash dividends on our common stock. Holders of our common stock are entitled to receive only such dividends as our Board may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to existing or future indebtedness and would only be declared in the discretion of our Board of Directors.

RISKS RELATED TO THE ACQUISITION OF SILVERCREST METALS INC.

As disclosed in this Form 10-K, including in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company completed the SilverCrest Transaction in February 2025. As described in this Section and below, the SilverCrest Transaction could subject us to significant risks.

Coeur and SilverCrest may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the SilverCrest Transaction.

Coeur and SilverCrest may be the target of lawsuits that could result in significant additional costs related to the SilverCrest Transaction. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired and may seek additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims, and proceedings may result in significant additional costs or challenges. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the Company’s existing business performance and operations, including its Las Chispas operation.

SilverCrest’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Coeur and SilverCrest report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), while SilverCrest prepares its financial statements in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while SilverCrest’s mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as SilverCrest’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Furthermore, we have not been involved in the preparation of SilverCrest’s financial statements or its mineral reserve and mineral resource estimates prior to completion of the SilverCrest Transaction. Although Coeur and its advisors conducted due diligence on SilverCrest, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of SilverCrest. Integration of SilverCrest may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and SilverCrest may not be realized.

RISKS RELATED TO THE ANTICIPATED ACQUISITION OF NEW GOLD INC.

As disclosed in this Form 10-K, including in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company has entered into an definitive agreement (the “Arrangement Agreement”) whereby, a wholly-owned subsidiary of Coeur intends to acquire all of the issued and outstanding shares of New Gold Inc. (“New Gold”) pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “New Gold Transaction”). As described below, the New Gold Transaction could subject us to significant risks.

The New Gold Transaction is subject to a number of conditions which may not be satisfied or waived, may delay its consummation and could result in additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the Arrangement Agreement and Coeur having to pay a termination fee.

The New Gold Transaction is conditional upon, among other closing conditions, approval by the Canadian government under the Investment Canada Act. This and other conditions to completion of the New Gold Transaction are not within our control and we cannot be certain when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date set out in the Arrangement Agreement, it is possible that the Arrangement Agreement may be terminated.

Although Coeur and New Gold have, subject to certain limitations, agreed to use reasonable best efforts to complete the New Gold Transaction promptly, these and other conditions may fail to be satisfied. In addition, completion of the New Gold Transaction may take longer and could cost more than we expect. The requirements for obtaining the required regulatory approvals and clearances could delay the completion of the New Gold Transaction for a significant period of time or prevent them from occurring. Any delay in completing the New Gold Transaction may adversely affect the benefits that Coeur expects to achieve if the New Gold Transaction and the integration of businesses were to be completed within the expected timeframe.

Each of Coeur and New Gold has certain rights to terminate the New Gold Transaction in certain circumstances, including if any closing conditions are not satisfied prior to the outside date set out in the Arrangement Agreement. Although the Arrangement Agreement contains customary deal protection provisions, a change in recommendation by either Coeur’s Board of Directors, the New Gold Board of Directors, or both, including as the result of receiving a superior proposal as defined in the Arrangement Agreement, may result in the New Gold Transaction not being consummated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Coeur would be required to pay New Gold a termination fee of $413 million and reimburse New Gold for expenses incurred in connection with the New Gold Transaction. Failure to complete the New Gold Transaction in a timely manner, or at all, and payment of relevant termination fees, if applicable, could negatively impact Coeur’s business and negatively impact the trading price of Coeur’s common stock.

Coeur and New Gold may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the New Gold Transaction.

Coeur and New Gold may be the target of lawsuits that could delay or prevent the New Gold Transaction from being consummated or result in significant additional costs. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Coeur or New Gold in an attempt to delay or block the consummation of the New Gold Transaction or to seek other remedies, including additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims and proceedings may result in a delay to closing the New Gold Transaction. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the ability of Coeur and New Gold to consummate the New Gold Transaction, as well as negatively impacting the Company’s existing business performance and operations.

Lawsuits that may be brought against Coeur, New Gold or their respective directors which could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already implemented and to otherwise enjoin the parties from consummating the Transaction. One of the conditions to the closing of the New Gold Transaction is that no law (including injunction or judgments) is in effect that makes the New Gold Transaction illegal or enjoins or prohibits Coeur or New Gold from consummating the New Gold Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the New Gold Transaction, that injunction may delay or prevent the New Gold Transaction from being completed within the expected timeframe or at all, which may adversely affect Coeur’s and New Gold respective business, financial position, results of operations and cash flows.

In addition, political and public attitudes towards the New Gold Transaction may result in negative press coverage and other adverse public statements affecting Coeur or New Gold. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Local communities and stakeholders could become dissatisfied with our activities or with change in personnel following the Transaction. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations.

Coeur is expected to incur significant transaction costs in connection with the New Gold Transaction, which may exceed those anticipated by Coeur.

Coeur expects to continue to incur costs related to the New Gold Transaction, as well as additional integration costs if the New Gold Transaction is completed. Such fees and expenses include, but are not limited to, financial advisor fees, legal fees, tax and accounting fees, filing and regulatory fees, soliciting fees, and other advisory services fees. Certain of these fees will be incurred regardless of whether the New Gold Transaction is completed, while additional fees will be incurred after closing of the New Gold Transaction, including for the integration of New Gold into Coeur. The timing and amount of fees and expenses to be incurred for the New Gold Transaction and post-closing integration of the companies is difficult to predict and may vary significantly from our initial projections.

The combined company may be unable to integrate the businesses of Coeur and New Gold successfully or realize the anticipated benefits of the New Gold Transaction.

The Company has entered into the Arrangement Agreement with the expectation that the New Gold Transaction will result in certain benefits for the combined company. These anticipated benefits are dependent, in part, on the successful integration of New Gold into Coeur, which is a complex process that includes strategic decisions on, among other factors, business strategy, staffing, and system integration. Coeur will not have the ability to exercise control over New Gold or its operations until the New Gold Transaction is completed. New Gold’s business and results of operations may be adversely impacted by events that are outside of our control prior to the completion of the New Gold Transaction and may adversely impact integration efforts or the financial results of the combined company after the New Gold Transaction is completed. The combined company’s performance may be adversely impacted if post-closing integration efforts are not able to be achieved in a timely manner or if the efficiencies and benefits contemplated are not able to be realized. Additionally, management focus on integration matters could result in less attention on the Company’s existing operations that could impact the performance of the Company’s existing business.

New Gold’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Coeur and New Gold report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with U.S. GAAP, while New Gold prepares its financial statements in accordance with IFRS Accounting Standards. Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while New Gold’s mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101. These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as New Gold’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Although Coeur and its advisors have conducted due diligence on New Gold, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of New Gold. Consummation of the New Gold Transaction and integration of New Gold may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and New Gold may not be realized.

The pendency of the New Gold Transaction may cause disruptions in our business, which could have an adverse effect on our business, financial condition or results of operations.

Parties with which we and New Gold do business may experience uncertainty associated with the New Gold Transaction, including with respect to current or future business relationships with us, New Gold or the combined company. Our and New Gold’s relationships may be subject to disruption as customers, suppliers and other persons with whom we and New Gold have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or New Gold, as applicable, or consider entering into business relationships with parties other than us or New Gold. In addition, our current and prospective associates may experience uncertainty about their future roles, which might adversely affect our ability to attract and retain key personnel and key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters related to the New Gold Transaction may require substantial commitments of their time and resources. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Coeur, New Gold or the combined company following the completion of the New Gold Transaction, including an adverse effect on our ability to realize the expected benefits of the New Gold Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the New Gold Transaction or the termination of the Arrangement Agreement.

Our cybersecurity program is intended to assess, identify, and manage material risks from cybersecurity threats, including those associated with our use of third-party service providers. We integrate cybersecurity into our top-level enterprise risk management (“ERM”) processes and our site-level operational risk management (“ORM”) processes, including management of operational technology (“OT”) cybersecurity risks. This involves, in part, direct engagement by, and consultation with, our Vice President, IT & Cybersecurity (“Vice President”) during ERM and ORM risk assessments, and collaboration between the Vice President and relevant Operations employees regarding OT cybersecurity.

Our cybersecurity strategy leverages people, processes, and technology to identify and manage cybersecurity risks, including through: security monitoring; vulnerability assessments; patching and security upgrades; deployment of network defenses; regular cybersecurity trainings for users; use of third-party cybersecurity vendors to complement our internal Cybersecurity and IT Infrastructure team, including for monitoring, remediation, and response capabilities; periodic engagement of cybersecurity consultants, including for cybersecurity maturity assessments and recommendations and penetration test exercises; and periodic reviews of aspects of our cybersecurity program by our Internal Audit function.

We also have a Cybersecurity Incident Response Plan (“CSIRP”) to provide a standardized framework for responding to cybersecurity incidents, including escalation to senior management and other key stakeholders, as appropriate. Our CSIRP is reviewed at least annually, and we conduct cybersecurity tabletop exercises to practice our response.

Our Vice President leads our internal team responsible for assessing and managing cybersecurity risks. The Vice President has more than 10 years of experience being responsible for cybersecurity at multi-site industrial companies, in addition to IT infrastructure and strategy, and has earned the Global Information Assurance Certification (“GIAC”) Critical Controls, Defensible Security Architecture, Security Leadership, Security Operations, and Strategic Planning, Policy and Leadership certifications, as well as a Cybersecurity Management degree from the SANS Technology Institute. The Vice President reports directly to the Senior Vice President, FP&A, Strategy and Performance and regularly engages with and briefs other members of senior and executive management on cybersecurity issues. A number of IT professionals with experience implementing cybersecurity defenses and responding to cyber attacks report to the Vice President and, as noted above, the Vice President also oversees third-party firms specializing in security monitoring and vulnerability assessment.

Our Board, with the assistance of the Audit Committee, to whom the Board has delegated to the primary authority and responsibility to oversee cybersecurity risks, oversees the management of risks arising from cybersecurity incidents, and, as noted above, cybersecurity is one of the material risks tracked through our ERM process. The Audit Committee is briefed quarterly by our Vice President on cybersecurity emerging risks, strategies, key initiatives, incidents and training and compliance. Executive management and other senior leaders participate in the semi-annual updates to our ERM risk register and heat map, and those updates, which incorporate cybersecurity risk and strategy, also are presented to our Board for discussion and feedback at least annually. We also have protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Audit Committee Chair.

Despite our cybersecurity processes and risk mitigation strategies and practices, the threat landscape has become increasingly sophisticated and aggressive. While we have not experienced any material cybersecurity threats or incidents to date, there can be no assurance that a future cybersecurity incident would not have a material adverse effect on our cash flows, financial condition or results of operations. Additional information on cybersecurity risks we face can be found above under “Item 1A - Risk Factors,” which should be read in conjunction with the foregoing information.

MINING OPERATIONS

The following description of the Company’s mining operations is qualified in its entirety by reference to the Technical Report Summary for each of the operations included as exhibits to this Report and incorporated by reference into this Item 2. Operating statistics for mining operations are presented in the section entitled “Operating Statistics” below.

Mexico - Las Chispas

The Las Chispas operation, operated by our wholly-owned subsidiary, Compania Minera La Llamarada S.A. de C.V., consists of: (1) the Las Chispas processing facility; (2) the Las Chispas underground mine; and (3) other nearby deposits and exploration targets. The Las Chispas operation is located on the western edge of the north-trending Sierra Madre Occidental Mountain Range and is geographically adjacent to the Sonora Valley. The Las Chispas operation is located approximately 354 miles (220 kilometers) northeast of the city of Hermosillo, in the state of Sonora in Northern Mexico at approximately 30.233902°N latitude and 110.163396°W longitude (580,500E, 3,344,500N), within the Arizpe Mining district. All coordinates are in Universal Transverse Mercator (WGS 84), Zone 12. Access to the property is provided by highway leading from the city of Hermosillo in Sonora, Mexico, and 217 miles (350 kilometers) southwest of Tucson, Arizona.

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As of December 31, 2025 and 2024, Las Chispas reported 296,000 and 357,000 ounces of gold reserves, respectively, and 28.3 million and 33.5 million ounces of silver reserves, respectively. The year-over-year decreases of approximately 17% in gold reserves and approximately 16% in silver reserves were the result of resource additions exceeded by depletion.

As of December 31, 2025 and 2024, Las Chispas reported 67,000 and 156,000 ounces of measured and indicated gold resources, respectively, and 6.4 million and 14.4 million ounces of measured and indicated silver resources, respectively. The year-over-year decreases of approximately 57% in gold measured and indicated resources and 56% in silver measured and indicated resources were each primarily driven by technical revisions.

As of December 31, 2025 and 2024, Las Chispas reported 135,000 and 144,000 ounces of inferred gold ounces, respectively, and 11.8 million and 10.1 million ounces of silver inferred ounces, respectively. The year-over-year decreases of approximately 6% in gold inferred ounces and year-over-year increase of 16% in silver inferred ounces were primarily due to exploration growth and technical revisions.

Mexico — Palmarejo

The Palmarejo complex, operated by our wholly-owned subsidiary, Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), consists of: (1) the Palmarejo processing facility; (2) the Guadalupe underground mine; (3) the Independencia underground mine; (4) the La Nación underground mine; and (5) other nearby deposits and exploration targets. The Palmarejo complex is located approximately 260 miles (418 kilometers) southwest of Chihuahua, in the state of Chihuahua in Northern Mexico. The coordinates for the centroid of the project are 108° 21.8203’ W longitude and 27° 21.5547’ N latitude (760,781 mE, 3,028,984 mN). Specifically, the Guadalupe mine is located at 108º 21.899’ W longitude and 27º 20.996’ N latitude (760,672 mE, 3,027,949 mN); Independencia is located at 108º 21.752’ W longitude and 27 º 22.078’ N latitude (760,873 mE, 3,029,953 m N); and La Nación is located at 108º 21.809’ W longitude and 27º 21.591’ N latitude (760,797 mE, 3,029,051 mN). All coordinates are in the Universal Transverse Mercator (WGS 84), Zone 12. Access to the property is provided by air, rail, and all-weather paved and gravel roads from the state capitol of Chihuahua.

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As of December 31, 2025 and 2024, Palmarejo reported 928,000 and 681,000 ounces of gold reserves, respectively, and 64.3 million and 46.0 million ounces of silver reserves, respectively. The year-over-year increases of approximately 36% in gold reserves and approximately 40% in silver reserves were both primarily due to increased metal prices, decreased operating costs, successful conversion drilling, and technical revisions.

As of December 31, 2025 and 2024, Palmarejo reported 1,028,000 and 1,423,000 ounces of measured and indicated gold resources, respectively, and 56.5 million and 89.9 million ounces of measured and indicated silver resources, respectively. The year-over-year decreases of approximately 28% in gold measured and indicated resources and 37% in silver measured and indicated resources were each driven by resource conversion to reserves and technical revisions.

As of December 31, 2025 and 2024, Palmarejo reported 1,265,000 and 643,000 ounces of inferred gold ounces, respectively, and 60.3 million and 34.7 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 97% in gold inferred ounces and 74% in silver inferred ounces were primarily due to success from the Company’s exploration investments.

USA (Nevada) — Rochester

The Rochester mine and associated heap leach facilities, operated by our wholly-owned subsidiary, Coeur Rochester, Inc. (“Coeur Rochester”), is an open pit silver and gold mine located in Pershing County, Nevada, approximately 13 miles (21 kilometers) northeast of the city of Lovelock. The mine consists of the main Rochester deposit and the adjacent Nevada Packard deposit, southwest of the Rochester mine. The centroid location for the Rochester site is 400600 E, 4460300 N and the centroid of Rochester pit is located at 4002045 E, 4460050 N and Nevada Packard open pit is located at 400600 E, 4456675 E. All coordinates are in Universal Transverse Mercator (WGS 84), Zone 11T. In November 2018, Coeur Rochester acquired the Lincoln Hill, Gold Ridge and Wilco projects adjacent to Rochester from Alio Gold. The Rochester mine is fully supported with electricity, supplied by a local power company. Ore is mined using conventional open pit methods, with gold and silver recovered by heap leaching of crushed open-pit ore placed on pads located within the Rochester mining area.

Rochester completed the ramp-up and expansion of the operation in 2024. This project included the construction of a new leach pad, a three-stage crushing facility, a Merrill-Crowe process plant, and related infrastructure to support the extension of Rochester’s mine life.

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As of December 31, 2025 and 2024, Rochester reported 1,332,000 and 1,298,000 ounces of gold reserves, respectively, and 181.8 million and 191.0 million silver reserves, respectively. The year-over-year increase of approximately 3% in gold reserves and decrease of approximately 5% in silver reserves were the result of exploration additions and metal price increases which partly offset losses due to operating costs increases.

As of December 31, 2025 and 2024, Rochester reported 353,000 and 260,000 ounces of measured and indicated gold resources, respectively, and 51.5 million and 36.9 million ounces of measured and indicated silver resources, respectively. The year-over-year increases of approximately 36% in gold measured and indicated resources and approximately 39% in silver measured and indicated resources were driven by exploration additions and technical revisions.

As of December 31, 2025 and 2024, Rochester reported 323,000 and 258,000 ounces of inferred gold resources, respectively, and 54.9 million and 41.8 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 25% in gold inferred ounces and 31% in silver inferred ounces were driven by exploration additions and technical revisions.

USA (Alaska) — Kensington

The Kensington underground gold mine and associated milling facilities, operated by our wholly-owned subsidiary, Coeur Alaska, Inc. (“Coeur Alaska”), are located on the east side of the Lynn Canal about 45 miles (72 kilometers) north-northwest of Juneau, Alaska. The mine consists of the (i) Kensington Main deposit, (ii) Elmira, and (iii) other nearby deposits and exploration targets. The mine is accessed by a horizontal tunnel and utilizes conventional and mechanized underground mining methods. Coordinates for the project centroid are 0494796 E, 652068 N and the Kensington Portal is located at 0494796 E, 6530584 N. All coordinates are in Universal Transverse Mercator (NAD 1983), Zone 8V.

Kensington has completed the planned expansion under POA 1, which increased tailings and waste rock storage capacity to support an expected longer mine life, reflecting positive exploration results, improved metal prices and ongoing operational efficiencies.

As of December 31, 2025 and 2024, Kensington reported 546,000 and 501,000 ounces of gold reserves, respectively.

The year-over-year increase of approximately 9% was primarily due to additions through successful resource conversion drilling.

As of December 31, 2025 and 2024, Kensington reported 433,000 and 886,000 ounces of measured and indicated gold resources, respectively, and 96,000 and 228,000 ounces of inferred gold resources, respectively. The year-over-year decreases of approximately 51% in measured and indicated gold resources and approximately a 58% decrease in inferred resources were primarily due to technical revisions.

USA (South Dakota) — Wharf

The Wharf mine, operated by our wholly-owned subsidiaries, Wharf Resources (U.S.A.) Inc. (“Wharf”) and Golden Reward Mining Limited Partnership (“Golden Reward”), is located in the northern Black Hills of western South Dakota, approximately four miles (six kilometers) southwest of the city of Lead, South Dakota. Coordinates for the project centroid are 44°20’03”N Latitude, 103°50’06”W Longitude and the Wharf Mine coordinates are 44°20’39”N Latitude, 103°51’02”W Longitude. All coordinates are in Universal Transverse Mercator (WGS 84). Access is established by paved road with power supplied by a local power company.

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As of December 31, 2025 and 2024, Wharf reported 1,250,000 and 757,000 ounces of gold reserves, respectively. The year-over-year increase of approximately 65% was primarily due to successful conversion drilling and technical revisions.

As of December 31, 2025 and 2024, Wharf reported 1,185,000 and 1,019,000 ounces of measured and indicated gold resources, respectively, and 1,487,000 and 470,000 ounces of inferred gold resources, respectively. The year-over-year increases of approximately 16% in measured and indicated gold resources and 216% of inferred gold resources were each primarily driven by successful exploration investments and technical revisions.

EXPLORATION PROJECTS

Canada (British Columbia) — Silvertip

The Silvertip silver-zinc-lead exploration property owned by our wholly-owned subsidiary, Coeur Silvertip Ltd. (“Coeur Silvertip”), is an underground project located in northern British Columbia, Canada just south of the Yukon border. The project centroid coordinates in UTM (NAD 27) are 6,643,900 N and 425,200 E. The project is accessible via a 40-mile (25-kilometer) mine access road off the Alaska Highway.

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As of December 31, 2025 and 2024, Silvertip reported 57.6 million and 57.7 million ounces of measured and indicated silver resources, respectively, and 685.5 million and 768.7 million pounds of measured and indicated lead resources, respectively, and 1,234.2 million and 1,516.8 million pounds of measured and indicated zinc resources, respectively. The year-over-year decrease of approximately 1% in silver measured and indicated resources, a decrease of approximately 11% in lead measured and indicated resources, and a decrease of approximately 19% in zinc measured and indicated resources were each due to technical revisions.

As of December 31, 2025 and 2024, Silvertip reported 11.4 million and 16.1 million ounces of inferred silver resources, respectively, and 134.7 million and 199.8 million pounds of inferred lead resources, respectively, and 272.6 million and 481.8 million pounds of inferred zinc resources, respectively. The year-over-year decrease of approximately 29% in silver inferred resources, a decrease of approximately 33% in lead inferred resources, and a decrease of approximately 43% in zinc inferred resources were each due to technical revisions.

OTHER PROPERTIES

The Company has leased or owned real property for office space.

OPERATING STATISTICS

Operating Statistics, Proven and Probable Reserves and Measured, Indicated and Inferred Resources presented below contain tabular information that is presented in both metric and imperial as follows: (i) metric tonnage is utilized for all metals; (ii) gold and silver grades are presented in grams per tonne; (iii) lead and zinc are presented in percentages; and (iv) metal content for gold and silver is presented in ounces while metal content for lead and zinc is presented in pounds. The information that is presented in metric for the periods ended December 31, 2024 and 2023 has been converted from the 2024 10-K, filed with the SEC on February 19, 2025, as this information was previously presented in imperial units.

MINERAL RESERVES AND MINERAL RESOURCES

Internal Controls

The Company’s internal controls are designed to provide reasonable assurance that information and processes utilized in assessing its exploration results as well as mineral resource and reserve estimation are reasonable and in line with industry best practices. These internal controls include quality assurance and quality control (“QA/QC”) programs in the collection, analysis, verification, storage, reporting and use of drillhole, assay, metallurgical and other technical and scientific information, including the following:

• Third-party fully certified labs are used for assays used in public disclosure or resource models;
• Drill programs include insertion of blank, duplicate, and certified reference materials;
• QA/QC program with sufficient results for the analytical programs;
• All core and reverse-circulation samples have been cataloged and stored in secure and designated areas on company property;
• Data is subject to validation, which includes checks on downhole surveys, collar coordinates, geological data, and assay data;
• Prior to use in mineral resource or mineral reserve estimation, the selected data to support estimation are downloaded from the database into a project file and reviewed for improbable entries and high values;
• Written procedures and guidelines are used to support estimation methods and approaches;
• Completion of annual technical statements on each mineral resource and mineral reserve estimate by qualified persons. These technical statements include evaluation of modifying and technical factors, incorporate available reconciliation data, and are based on a cashflow analysis; and
• Internal reviews of block models, mineral resources and mineral reserves using a “layered responsibility” approach with Qualified Person involvement at the site and corporate levels.

Internal controls are discussed where required in the relevant chapters of the technical report summary. The following sub-sections summarize the types of procedures, protocols, guidance and controls that Coeur has in place for its exploration and mineral resource and reserve estimation efforts, and the type of risk assessments that are undertaken.

Exploration and Drilling

Coeur has the following internal controls protocols in place for exploration data:

• Written procedures and guidelines to support preferred sampling methods and approaches, with periodic compliance reviews of adherence to such written procedures and guidelines;
• Maintenance of a complete chain-of-custody, ensuring the traceability and integrity of the samples at all handling stages from collection, transportation, sample preparation and analysis to long-term sample storage;
• Geological logs are checked and verified, and there is a physical sign-off to attest to the validation protocol required;
• Quality control checks on collar and downhole survey data for errors or significant deviations;
• Third-party fully certified labs are used for assays used in public disclosure or resource models;
• Appropriate types of quality control samples are inserted into the sample stream at appropriate frequencies to assess analytical data quality;
• Regular inspection of analytical and sample preparation facilities by appropriately experienced Coeur personnel;
• QA/QC data are regularly verified to ensure that outliers, sample mix-ups, contamination, or laboratory biases during the sample preparation and analysis steps are correctly identified, mitigated or remediated. Changes to database entries are required to be documented; and
• Database upload and verification procedures to ensure the accuracy and integrity of the data being entered into the project database(s). These are typically performed using software data-checking routines. Changes to database entries are required to be documented. Data is subject to regular backups.

Mineral Resource and Mineral Reserve Estimates

Coeur has the following internal controls protocols in place for mineral resource and mineral reserve estimation:

• Prior to use in mineral resource or mineral reserve estimation, the selected data to support estimation are downloaded from the database into a project file and reviewed for improbable entries and high values;
• Written procedures and guidelines are used to support estimation methods and approaches;
• Completion of annual technical statements on each mineral resource and mineral reserve estimate by qualified persons. These technical statements include evaluation of modifying and technical factors, incorporate available reconciliation data, and are based on a cashflow analysis; and
• Internal reviews of block models, mineral resources and mineral reserves using a “layered responsibility” approach with qualified person involvement at the site and corporate levels.

Development of our mineral resource and mineral reserve estimates use tools and processes such as mine design, scheduling and geostatistical tools that conform to industry best practices and are regularly reviewed and reconciled by internal and external parties. There are internal and external audit processes for mineral resource and mineral reserve estimation.

Mineral resources and mineral reserves are estimates that contain inherent risk and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. See “Item 1A - Risk Factors” for additional information.

Coeur had attributable proven and probable gold reserves of 4.4 million ounces at December 31, 2025. For 2025 and 2024, reserves were estimated at gold price assumptions of $2,200 and $1,800 per ounce, respectively, except for Kensington at $2,200 and $2,000 per ounce, respectively. The increase in the reserves gold price assumption is based on the Company's assessment of multiple factors, including exploration growth, historical pricing trends, consensus price forecasts, and operational cost increases. We estimate that our 2025 reserves would increase by 6% (4.6 million ounces), or decline by 10% (3.9 million ounces), if the gold price assumption increased or decreased $200 per ounce, respectively, with all other assumptions remaining constant.

Coeur had attributable proven and probable silver reserves of 274.4 million ounces at December 31, 2025. For 2025 and 2024, reserves were estimated at a silver price assumption of $26.00 and $23.50 per ounce, respectively. The increase in the reserves silver price assumption is based on the Company's assessment of multiple factors, including including exploration growth, historical pricing trends, consensus price forecasts, and operational cost increases. We estimate that our 2025 reserves would increase by 3% (283.1 million ounces), or decline by 8% (251.3 million ounces), if the silver price assumption increased or decreased $2.00 per ounce, respectively, with all other assumptions remaining constant.

MINERAL RESERVES

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(1) Certain definitions:

The term “reserve” means that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The term “proven (measured) reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “probable (indicated) reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation. The term “cut-off grade” means the lowest grade of mineralized material considered economic to process. Cut-off grades vary between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the mineralized material to silver or gold extraction and type of milling or leaching facilities available.

(2) Assumed metal prices for 2025 Mineral Reserves were $26.00 per ounce of silver, $2,200 per ounce of gold, $1.15 per pound of zinc, $0.95 per pound of lead.

(3) The Mineral Reserve estimates are current as of December 31, 2025, are reported using the definitions in Item 1300 of Regulation S-K and were prepared by the Company’s technical staff. Mineral Reserve point of reference is delivered to the process facility.

(4) Mineral Reserve estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold equivalent cut-off grade that ranges from 1.27–2.19 g/tonne AuEq and an incremental development cut-off grade 0.78 g/tonne AuEq; metallurgical recovery assumption of 95.4% for gold and 87.1% for silver; mining dilution assumes 0.4–1.0 meter of hanging/foot wall waste dilution; mining loss of 15% was applied; variable mining costs that range from US$32.29–$43.08/tonne, surface haulage costs of US$4.40/tonne, process costs of US$30.02/tonne, general and administrative costs of US$14.17/tonne, and surface/auxiliary support costs of US$3.52/tonne. Excludes the impact of the Franco-Nevada gold stream agreement at Palmarejo in calculation of Mineral Reserves. No assurances can be given that all mineral reserves will be mined, as mineralized material that may qualify as reserves under applicable standards by virtue of having positive economics may not generate attractive enough returns to be included in our mine plans, due to factors such as the impact of the gold stream at Palmarejo. As a result, we may elect not to mine portions of the mineralized material reported as reserves.

(5) Mineral Reserve estimates are tabulated within a confining pit design and use the following input parameters: Rochester oxide variable recovery Au = 71.2–85.9% and Ag = 59.4%; Rochester sulfide variable recovery Au = 15.2–77.7% and Ag = 0.0–59.4%; with a net smelter return cut-off of $4.12/ton oxide and US$4.22/ton sulfide; Nevada Packard oxide recovery Au = 88.4% and Ag = 59.4%; with a net smelter return cut-off of $4.92/ton for oxide; Lincoln Hill oxide recovery Au = 61-63.9% and Ag = 18.5-39.5%; with a net smelter return cut-off of $5.02/ton for oxide where the NSR is calculated as net smelter return (NSR) = silver grade (oz/ton) * silver recovery (%) * (silver price ($/oz) - refining cost ($/oz)) + gold grade (oz/ton) * gold recovery (%) * (gold price ($/oz) - refining cost ($/oz)); variable pit slope angles that approximately average 48º over the life-of-mine.

(6) Mineral Reserve estimates use the following key input parameters: assumption of conventional underground mining; reported above a gold cut-off grade of 0.123 oz/ton Au and an incremental development cut-off grade of 0.04 oz/ton Au; metallurgical recovery assumption of 94.5%; gold payability of 97.5%; gold royalty of 1.5%; mining dilution of 15-20%; mining loss of 12% was applied; mining costs of US$127.32/ton mined; process costs of US$51.48/ton processed; general and administrative costs of US$49.74/ton processed; sustaining capital US$5.79/ton processed; and concentrate refining and shipping costs of US$104.73/oz sold.

(7) Mineral Reserve estimates use the following key input parameters: assumption of conventional open pit mining; reported above a NSR cut-off grade of $13.42/ton ; average metallurgical recovery assumption of 78.0%; royalty burden of US$112.00/oz Au; pit slope angles that vary from 34–50º; mining costs of US$2.71/ton mined, process costs of US$13.42/ton processed (includes general & administrative and sustaining capital costs).

(8) Mineral Reserve estimates uses the following key input parameters: assumption of conventional underground mining; reported above a silver equivalent (AgEq) cut-off grade of 140 g/tonne and an incremental development cut-off grade of 59 g/tonne AgEq; metallurgical recovery assumption of 97.5% for silver and 98.0% for gold; mining dilution assumes 5% for development, 1 meter to 1.25 meters of ELOS (0.25 m – 0.5 m of hanging wall and 0.5 m – 1.0 m of footwall dilution) depending on geotechnical conditions in each stoping location, 0.2 meter ELOS (0.1 m of hanging wall and 0.1 m of footwall dilution) for cut and fill, 0.25 m for each exposed backfill floor, and 0.5 m for each exposed backfill wall; mining loss of 2% for development and 5% for stoping was applied; variable production mining costs that range from US$65–US$154/tonne, development mining costs of US$39/tonne, process costs of US$42/tonne, site general and administrative costs of US$25/tonne, underground general and administrative costs of US$18/tonne, and sustaining capital costs of US$12/tonne.

(9) Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents.

MINERAL RESOURCES

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(1) Certain definitions:

The term “resource” means that it is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quantity that there are reasonable prospects for economic extraction. Inferred, Indicated, and Measured resources are in order of increasing confidence based on level of underlying geological evidence. The term ‘inferred resource’ is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The term “limited geological evidence” means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability and must have a reasonable expectation that the majority of inferred mineral resources could be upgraded to indicated or measured mineral resources with continued exploration. In addition, no assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves or that inferred resources will be upgraded to measured or indicated resources.

(2) In-Situ Mineral Resource estimates are reported exclusive of mineral reserves, are current as of December 31, 2025, are reported using definitions in Item 1300 of Regulation S-K and were prepared by the Company’s technical staff.

(3) Assumed metal prices for 2025 estimated Mineral Resources were $30.00 per ounce of silver, $2,500 per ounce of gold, $1.30 per pound of zinc, $1.00 per pound of lead, unless otherwise noted.

(4) Mineral Resource estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold equivalent cut-off grade that ranges from 0.93–1.62 g/tonne AuEq; metallurgical recovery assumption of 95.4% for gold and 87.1% for silver; variable mining costs that range from US$32.29–$43.08/tonne; surface haulage costs of US$4.40/tonne; process costs of US$30.02/tonne; general and administrative costs of US$14.17/tonne; and surface/auxiliary support costs of US$3.52/tonne. Excludes the impact of the Franco-Nevada gold stream agreement at Palmarejo in calculation of Mineral Resources.

(5) Mineral Resource estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold cut-off grade of 0.108 oz/ton Au; metallurgical recovery assumption of 94.5%; gold payability of 97.5%; mining costs of US$127.32/ton mined; process costs of US$51.48/ton processed; general and administrative costs of US$49.74/ton processed; sustaining capital US$5.79/ton processed; and concentrate refining and shipping costs of US$104.73/oz sold.

(6) Mineral Resource estimates use the following key input parameters: assumption of conventional open pit mining; reported above a NSR cut-off grade of 13.42$/ton; average metallurgical recovery assumption of 78.0% across all rock types; royalty burden of US$112.00/oz Au; pit slope angles that vary from 34–50º; mining costs of $2.71/ton mined; process costs of US$13.42/ton processed (includes general & administrative and sustaining capital costs).

(7) Mineral Resource estimates are tabulated within a confining pit shell and use the following input parameters: Rochester oxide variable recovery Au = 71.2–85.9% and Ag = 59.4% and Rochester sulfide variable recovery Au = 15.2–77.7% and Ag = 0.0–59.4%, with a net smelter return cut-off of $4.12/ton oxide and US$4.22/ton sulfide; Nevada Packard oxide recovery Au = 88.4% and Ag = 59.4%, with a net smelter return cut-off of $4.92/ton for oxide;

Lincoln Hill oxide recovery Au = 61-63.9% and Ag = 18.5-39.5%, with a net smelter return cut-off of $5.02/ton for oxide, where the NSR is calculated as net smelter return (NSR) = silver grade (oz/ton) * silver recovery (%) * (silver price ($/oz) - refining cost ($/oz)) + gold grade (oz/ton) * gold recovery (%) * (gold price ($/oz) - refining cost ($/oz)); variable pit slope angles that approximately average 48º over the life-of-mine.

(8) Underground Mineral Resource estimates are reported using a net smelter return (“NSR”) cut-off of US$130/tonne. Mineral Resources are reported in-situ using the following assumptions: The estimates use the following key input parameters: lead recovery of 89-90%, zinc recovery of 82-83% and silver recovery of 83-84%. Lead concentrate grade of 53-54%; zinc concentrate grade of 56-57%; mining costs of US$68.77/tonne; processing costs of US$58.20/tonne and US$46.49/tonne, where the NSR ($/tonne) = tonnes x grade x metal prices x metallurgical recoveries – royalties – TCRCs – transport costs over the life of the mine.

(9) Open Pit Mineral Resource estimates are reported using an equivalent gold cut-off of 0.20 ounces per ton assuming a silver to gold ratio of 60:1. Resources are reported in-situ and contained within a conceptual measured, indicated and inferred optimized pit shell. Silver price of US$22/oz, gold price of US$1,350/oz. Average oxide and sulfide gold recovery is 70%, average carbonaceous gold recovery is 50%. Average oxide and sulfide gold recovery is 60%. Average carbonaceous silver recovery is 50%. Open pit mining cost is US$1.50/ton, processing and processing and G&A cost is US$5.46/ton; average pit slope angles of 50º.

(10) Mineral Resource estimates uses the following key input parameters: assumption of conventional underground mining; reported above a silver equivalent cut-off grade (AgEq) of 140 g/tonne; metallurgical recovery assumption of 97.5% for silver and 98.0% for gold; mining loss of 2% for development and 5% for stoping was applied, additional losses have been included to account for the required pillars in uphole stopes that cannot be filled; variable production mining costs that range from US$58.06–US$239.51/tonne, development mining costs of US$27.40/tonne, process costs of US$45.72/tonne, site general and administrative costs of US$20.70/tonne, underground general and administrative costs of US$12.81/tonne, and sustaining capital costs of US$7.64/tonne.

(11) Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents.

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this Item. We provide *Costs applicable to sales (“*CAS”) allocation, referred to as the co-product method, based on revenue contribution for Palmarejo and Rochester and based on the primary metal, referred to as the by-product method, for Wharf. Revenue from secondary metal, such as silver at Wharf, is treated as a cost credit.

Overview

We are primarily a gold and silver producer with operating assets located in the United States and Mexico and an exploration project in Canada.

2025 Highlights

For the full year 2025, Coeur reported revenue of $2,070.1 million and cash provided by operating activities of $886.9 million. We reported GAAP net income of $585.9 million, or $0.95 per diluted share. On a non-GAAP adjusted basis, the Company reported EBITDA of $1,025.8 million and net income of $493.4 million or $0.80 per diluted share.

• Record full-year gold and silver production – Balanced contributions across Coeur’s portfolio led to 2025 full-year production of 419,046 ounces of gold and 17.9 million ounces of silver, representing year-over-year increases of 23% and 57%, respectively, within the Company’s 2025 consolidated guidance ranges
• Record financial results – Fourth quarter free cash flow increased 66% versus the prior quarter to a record $313.2 million, bringing the full-year total to $666 million. Adjusted EBITDA increased 60% versus the prior quarter to a record $425 million, driving the last twelve-month total to over $1.0 billion. Average realized prices for gold and silver increased 21% and 39%, respectively, compared to the third quarter
• Long-term objective of net cash achieved – Cash and equivalents more than doubled compared to the prior quarter-end and increased tenfold compared to the prior year-end to $554 million; total debt decreased 42% to $341 million at December 31, 2025 compared to year-end 2024
• Strong quarter at Rochester – Silver and gold production at Rochester increased 6% and 20% quarter-over-quarter, respectively, and 40% and 54% year-over-year, respectively. During the fourth quarter, both tonnes2 crushed and tonnes placed reached record levels, with tonnes crushed increasing 12% to 6.4 million tonnes (7.0 million imperial tons) and tonnes placed increasing 23% to 9.3 million tonnes (10.2 million imperial tons). Fourth quarter free cash flow increased to $78 million compared to $30 million in the third quarter and $12 million in the fourth quarter for the prior year
• New Gold transaction approved by stockholders – On January 27, 2026, stockholders of both Coeur and New Gold voted overwhelmingly in favor of Coeur’s proposed acquisition of New Gold Inc. (“New Gold”). The transaction, which remains on track to close in the first half of 2026, is expected to create a new, sector-leading, all-North American senior precious metals mining company
• 2026 guidance highlights portfolio strength – The Company expects 2026 gold and silver production from Coeur’s current portfolio of assets of 390,000 - 460,000 ounces and 18.2 - 21.3 million ounces, respectively, driven by strong contributions across the portfolio, including expected continued growth at Rochester and a full year of production at Las Chispas. The Company plans to issue guidance including New Gold’s two assets, the New Afton and Rainy River mines, upon closing of the transaction

Selected Financial and Operating Results

(1) See “Non-GAAP Financial Performance Measures”. Includes costs of $93.5 million related to the purchase price allocation (“PPA”) ascribed to Inventory at Las Chispas.

(2) Includes finance leases. Net of debt issuance costs and premium received.

Consolidated Financial Results

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Revenue

We sold 422,032 gold ounces and 18.2 million silver ounces, compared to 340,816 gold ounces and 11.4 million silver ounces. Revenue increased by $1,016.1 million, or 96%, as a result of a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), and a 45% and 43% increase in average realized gold and silver prices, respectively. The increase in gold ounces sold was the result of post-acquisition sales at Las Chispas, higher placement rates and grades at Rochester, and higher mill throughput at Kensington, partially offset by lower grades at Palmarejo. The increase in silver ounces sold was the result of post-acquisition sales at Las Chispas, and higher silver ounces recovered at Rochester as a result of higher placement rates, partially offset by lower silver grades at Palmarejo. Gold and silver represented 65% and 35% of 2025 sales revenue, respectively, compared to 70% and 30% of 2024 sales revenue, respectively.

The following table summarizes consolidated metal sales:

In thousands

44

Costs Applicable to Sales

Costs applicable to sales increased $292.2 million, or 48%, primarily driven by post-acquisition gold and silver ounces sold at Las Chispas that includes the impact of the PPA ascribed to Inventory of $93.5 million, higher gold and silver ounces sold at Rochester, higher gold ounces sold at Kensington, and operating costs (royalties) at Rochester, Kensington, and Wharf, partially offset by lower gold and silver ounces sold at Palmarejo. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization increased $126.1 million, or 101%, as a result of post-acquisition gold and silver ounces sold at Las Chispas, increased production at Rochester and Kensington, and the full-year impact of the commissioning of the newly expanded crushing circuit at Rochester in March 2024, partially offset by lower gold and silver ounces sold at Palmarejo and Wharf.

Expenses

General and administrative expenses increased $9.5 million, or 20%, primarily due to higher stock-based compensation and annual incentive costs, partially offset by lower outside service and legal costs.

Exploration expense increased $26.9 million, or 45%, driven by planned higher resource expansion drilling activity at all locations, including the addition of exploration expense at Las Chispas post-acquisition.

Pre-development, reclamation, and other expenses increased $18.5 million, or 36%, as a result of higher transaction costs, the Wage and Hour Litigation settlement, and higher asset retirement accretion following the 2024 year-end changes to estimates, partially offset by lower loss on the sale of assets.

The following table summarizes pre-development, reclamation, and other expenses:

In thousands

Other Income and Expenses

Interest expense (net of capitalized interest of $1.1 million) decreased to $30.9 million from $51.3 million due to lower interest paid under the RCF attributable to lower average debt levels and interest rate, partially offset by higher interest paid under finance lease obligations. The RCF had no outstanding amount drawn as of December 31, 2025.

Other, net decreased to a gain of $6.9 million compared to $13.0 million as a result of the recognition of gains in 2024

related to premiums received from the private placement flow-through share offering (“Private Placement Offering”), and lower gains on foreign exchange rates.

Income and Mining Taxes

The Company’s Income and mining tax (expense) benefit consisted of:

(1) State mining taxes in South Dakota, Nevada, and Alaska made up the majority (greater than 50 percent) of the state tax effect.

Income and mining tax expense of approximately $96.7 million resulted in an effective tax rate of 14.2% for 2025. This compares to income tax expense of $67.5 million for an effective tax rate of 53.4% for 2024. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) U.S. valuation allowance release; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) mining taxes; (vi) the impact of uncertain tax positions; (vii) percentage depletion; and (viii) 2024 enactment of a 1% increase in Mexico’s special mining duty tax. Fluctuations in foreign exchange rates on deferred tax balances increased income and mining tax expense by $43.5 million and decreased by $0.3 million for the years ended 2025 and 2024, respectively. The impact of foreign exchange rates on deferred tax balances is predominantly due to the Mexican Peso and deferred taxes resulting from Las Chispas PPA. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:

In thousands

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.

The Company has historically provided a valuation allowance against its U.S. net deferred tax assets. In 2025, the Company released $209.8 million of valuation allowance against its U.S. net deferred tax assets, resulting in a non-cash deferred tax benefit. The $209.8 million valuation allowance release is composed of $73.3 million related to current year income and $136.5 million related to forecasted future year income. The timing of this valuation allowance release was primarily due to the cumulative income position for the most recent three-year period and projected future earnings.

The Company continues to maintain a valuation allowance against approximately $52.4 million of U.S. federal and state deferred tax assets as of December 31, 2025, because the Company has concluded that it is not more likely than not to be realized.

The exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

Net Income

Net income was $585.9 million, or $0.95 per diluted share, compared to $58.9 million, or $0.15 per diluted share. The increase in net income was driven by a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), a 45% and 43% increase in average realized gold and silver prices, respectively, lower interest expense, and a tax benefit of $160.0 million related to the expectation that our U.S. deferred tax assets are now expected to be used before expiration. This was partially offset by higher exploration, general and administrative, and transaction costs, and the Wage and Hour Litigation settlement of $6.1 million, plus the employer’s share of relevant taxes. Adjusted net income was $493.4 million, or $0.80 per diluted share, compared to $70.1 million, or $0.18 per diluted share (see “Non-GAAP Financial Performance Measures”).

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Revenue

We sold 340,816 gold ounces and 11.4 million silver ounces, compared to 315,511 gold ounces and 10.1 million silver ounces. Revenue increased by $232.8 million, or 28%, as a result of an 18% and 15% increase in average realized gold and silver prices, respectively, and an 8% and 13% increase in gold and silver ounces sold, respectively. The increase in gold ounces sold was due to higher gold production at all sites, specifically higher grade and recovery rates at Palmarejo, the successful completion of the Rochester expansion, higher mill throughput and grade at Kensington, and higher tonnes and grade at Wharf. The increase in silver ounces sold was the result of higher grade and recovery rates at Palmarejo, and the successful completion of the Rochester expansion. Gold and silver represented 70% and 30%, respectively, of both 2024 and 2023 sales revenue.

The following table summarizes consolidated metal sales:

In thousands

Costs Applicable to Sales

Costs applicable to sales decreased $26.7 million, or 4%, primarily due to higher recoverable ounces placed on the leach pad at Wharf, an increase in estimated recoverable ounces on the legacy leach pad in the first quarter of 2024 at Rochester, lower net realizable value (“LCM”) adjustments at Rochester, and the favorable impact of exchange rates at Palmarejo, partially offset by higher gold and silver ounces sold at all sites. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization increased $25.2 million, or 25%, and resulted primarily from higher gold and silver ounces sold at all sites and, at Rochester, the commencement of production of the new leach pad in mid-September 2023, and the three-stage crushing circuit in March 2024, partially offset by lower LCM adjustments.

Expenses

General and administrative expenses increased $6.1 million, or 15%, primarily due to higher employee compensation, outside service and legal costs.

Exploration expense increased $28.7 million, or 93%, driven by the sustained increased drilling at Palmarejo, Rochester, Wharf and Silvertip in 2024, and the Canadian mining exploration tax credits associated with expenditures at the Silvertip exploration project recognized in 2023.

Pre-development, reclamation, and other expenses decreased $3.4 million, or 6%, stemming from lower losses on the sale of assets and lower ongoing carrying costs at Silvertip, partially offset by the Kensington royalty litigation settlement of $7.2 million and transaction costs of $8.5 million related to the acquisition of SilverCrest.

The following table summarizes pre-development, reclamation, and other expenses:

In thousands

Other Income and Expenses

During the year ended December 31, 2024, the Company incurred a $0.4 million gain in connection with the exchange of $5.9 million in aggregate principal amount plus accrued interest of 2029 Senior Notes for 1.8 million shares of common stock compared to $3.4 million incurred in connection with the exchange of $76.0 million in aggregate principal amount plus accrued interest for 25.2 million shares of common stock during the year ended December 31, 2023.

The Company did not have fair value adjustments, net, during the year ended December 31, 2024 following the sale of the Company’s equity investments in 2023.

Interest expense (net of capitalized interest of $1.1 million) increased to $51.3 million from $29.1 million due to higher interest paid under the RCF attributable to higher average debt levels and higher interest paid under financial leases, partially offset by lower interest payable following the extinguishment of $5.9 million in 2029 Senior Notes.

Other, net increased to a gain of $13.0 million compared to loss $7.5 million as a result of the recognition of the net proceeds received in excess of the Company’s trading price (“FT Premium Liability”) as income of $5.6 million following the renouncement of Silvertip exploration expenditures, favorable foreign exchange rates, particularly in Mexico, and the $12.3 million loss recognized from the sale of the contingent consideration received in connection with the sale of La Preciosa project (the “La Preciosa Deferred Consideration”) in 2023.

Income and Mining Taxes

The Company’s Income and mining tax (expense) benefit consisted of:

(1) State mining taxes in South Dakota, Nevada, and Alaska made up the majority (greater than 50 percent) of the state tax effect.

Income and mining tax expense of approximately $67.5 million resulted in an effective tax rate of 53.4% for 2024. This compares to income tax expense of $35.2 million for an effective tax rate of (51.4)% for 2023. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) mining taxes; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) Mexico mining tax rate increase; (vi) percentage depletion; (vii) the sale of non-core assets; and (viii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:

In thousands

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.

Net Income (Loss)

Net income was $58.9 million, or $0.15 per diluted share, compared to a net loss of $103.6 million, or $0.30 per diluted share. The increase in net income was driven by a 18% and 15% increase in average realized gold and silver prices, respectively, and a 8% and 13% increase in gold and silver ounces sold, respectively, lower ongoing costs at Silvertip, the recognition of the FT Premium Liability income of $5.6 million, lower LCM adjustments at Rochester, and the $12.3 million loss recognized from the sale of the La Preciosa Deferred Consideration in 2023. This was partially offset by the Kensington royalty settlement of $7.2 million, transaction costs of $8.5 million related to the acquisition of SilverCrest, and higher exploration and income and mining taxes expense. Adjusted net income was $70.1 million, or $0.18 per diluted share, compared to adjusted net loss of $78.0 million, or $0.23 per diluted share (see “Non-GAAP Financial Performance Measures”).

2026 Guidance

The Company has provided guidance for full-year 2026 including production, CAS, capital expenditures, depreciation, depletion and amortization (“DD&A”), exploration, general and administrative expenses (“G&A”), and income and mining tax.

Overall cost guidance reflects higher expected royalty expense driven by stronger realized metal prices, particularly at Rochester, the impact of a stronger Mexican peso, inflation of 3% to 5% across the portfolio, and higher planned maintenance costs. For our co-product mines (Las Chispas, Palmarejo, Rochester), costs are allocated to gold and silver based on their relative revenue contribution. Given the higher expected contribution of silver to total revenue due to the silver price’s outperformance relative to the gold price, silver CAS per ounce is expected to be higher in 2026, consistent with the trend seen in the second half of 2025.

2026 Production Guidance

2026 Adjusted Costs Applicable to Sales Guidance

2026 Capital, DD&A, Exploration, G&A and Income and Mining Tax Guidance

Note: The Company’s guidance figures assume estimated prices of $4,550/oz gold and $77.50/oz silver as well as CAD of 1.38 and MXN of 18.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges.

The normalized effective tax rate excludes items that are not reflective of Coeur’s underlying performance, such as the impacts of foreign currency on deferred taxes, taxes related to prior periods, and one-time, non-cash, tax valuation allowance adjustments.

Results of Operations

Operating Statistics presented below contain tabular information that is presented in both metric and imperial as follows: (i) metric tonnage is utilized for all metals; (ii) gold and silver grades are presented in grams per tonne; and (iii) metal content for gold and silver is presented in ounces. The information that is presented in metric for the periods ended December 31, 2024 and 2023 has been converted from the 2024 10-K, filed with the SEC on February 19, 2025, as this information was previously presented in imperial.

Las Chispas

(1) See Non-GAAP Financial Performance Measures.

Year Ended December 31, 2025

Las Chispas’ results represent post-acquisition activity subsequent to the acquisition of SilverCrest on February 14, 2025. The consumption of the remaining acquired stockpile in the third quarter led to production of 54,705 and 5,145,771 gold and silver ounces, respectively. Metal sales were $421.4 million, or 20% of Coeur’s metal sales. Costs applicable to sales per gold and silver ounce sold includes $770 and $8.93, respectively, of costs related to the expensing of the $93.5 million of PPA that was ascribed to Inventory. Amortization totaled $94.2 million. Capital expenditures of $38.1 million were composed of underground mine development and capitalized exploration costs.

Palmarejo

(1) See Non-GAAP Financial Performance Measures.

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Gold and silver production decreased 7% and 4%, respectively, as a result of a decrease in gold and silver grades, partially offset by an increase of 9% in mill throughput. Metal sales were $473.8 million, or 23% of Coeur’s metal sales, compared with $379.1 million, or 36% of Coeur’s metal sales. Revenue increased by $94.7 million, or 25%, of which $123.9 million was due to higher gold and silver prices, partially offset by $29.2 million due to lower volume of gold and silver production. Gold ounces sold associated with the Franco-Nevada Gold Stream Agreement increased to 48% from 34% in the prior year driven by mine sequencing. Costs applicable to sales per gold and silver ounce decreased 3% and increased 11%, respectively, due to the mix of gold and silver sales which impacted co-product cost allocation, lower consumable (power and cement) and maintenance costs, partially offset by lower production, unfavorable foreign exchange rates and higher outside service costs. Amortization decreased by $8.0 million to $37.0 million due to lower gold and silver ounces sold. Capital expenditures decreased to $25.5 million from $30.6 million due to the lower underground development and equipment purchases.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Gold and silver production increased 8% and 3%, respectively, as a result of a 40% and 14% increase in gold and silver grades, respectively, and higher gold and silver recovery rates, partially offset by a 12% decrease in mill throughput due to mine sequencing. Metal sales were $379.1 million, or 36% of Coeur’s metal sales, compared with $313.2 million, or 38% of Coeur’s metal sales. Revenue increased by $65.9 million, or 21%, of which $41.5 million was due to higher average realized gold and silver prices and $24.3 million was the result of higher volume of gold and silver production. Costs applicable to sales per gold and silver ounce decreased 7% and 5%, respectively, due to higher production, lower labor and cyanide costs, and the favorable impact of foreign exchange rates on operating costs. Amortization increased by $9.3 million to $45.0 million due to a 10% and 4% increase in gold and silver ounces sold, respectively. Capital expenditures decreased to $30.6 million from $41.8 million due to lower underground development expenditures and the completion of the open pit backfill project in 2023.

Rochester

(1) During the year ended December 31, 2025, 23.1 million and 7.1 million tonnes of crushed ore and DTP material, respectively, were placed on the new leach pad. During the year ended December 31, 2024, 19.5 million and 1.9 million tonnes of ore were placed on the new leach pad and legacy leach pad, respectively

(2) See Non-GAAP Financial Performance Measures.

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Gold and silver production increased 54% and 40%, respectively, as a result of the completion of the expansion project in March 2024 and subsequent ramp-up in production rates. Ore tonnes crushed during 2025 consisted of approximately 23.1 million tonnes (25.5 million tons) through the crushing circuit and 7.1 million tonnes (7.8 million tons) of direct-to-pad (“DTP”) material. Ore tonnes placed during 2025 totaled 30.3 million tonnes (33.4 million tons), a 42% (8.9 million tonnes) increase from the prior year. Metal sales were $458.0 million, or 22% of Coeur’s metal sales, compared with $215.8 million, or 20% of Coeur’s metal sales. Revenue increased by $242.2 million, or 112%, of which $146.1 million was due to a higher volume of gold and silver production, and $96.1 million was due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 6% and 9%, respectively, as a result of the increase in ore tonnes placed, lower electrical power and haul truck repair costs and the mix of gold and silver sales which impacted co-production cost allocation. Amortization increased to $69.3 million due to the increase in gold and silver ounces sold and the full year impact of commissioning of the newly expanded crushing circuit in March 2024. Capital expenditures decreased to $65.8 million from $72.7 million due to Rochester expansion project spending in 2024 offset by equipment purchases and capitalized stripping in 2025 related to the construction of a new open pit.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Gold and silver production increased 1% and 29%, respectively, driven by the increased production from the new leach pad. Metal sales were $215.8 million, or 20% of Coeur’s metal sales, compared with $156.0 million, or 19% of Coeur’s metal sales. Revenue increased by $59.8 million, or 38%, of which $30.3 million was due to higher average realized gold and silver prices and $29.5 million was attributable to a higher volume of gold and silver production. Costs applicable to sales per gold and silver ounce decreased 21% and 23%, respectively, as a result of the increase in tonnes placed on the new leach pad, lower maintenance costs and LCM adjustments, and the favorable impact of an increase in estimated recoverable ounces on the legacy leach pad in the first quarter of 2024, partially offset by higher labor, electrical and outside service costs. Amortization increased by $14.9 million to $41.3 million due to higher gold and silver ounces sold, and the commencement of production from the new stage 6 leach pad in mid-September 2023 and the three-stage crushing circuit in March 2024. Capital expenditures decreased to $72.7 million from $263.4 million due to reduced spending related to the expansion project.

Commissioning of Rochester’s new three-stage crushing circuit and truck load-out facility was completed on March 7, 2024 leading to declaration of commercial production and $528 million of construction in process placed into service in the first quarter of 2024. Ore tonnes placed increased 16% quarter-over-quarter to 7.4 million tonnes, including approximately 4.6 million tonnes through the new crushing circuit and placed on the new leach pad.

Kensington

(1) See Non-GAAP Financial Performance Measures.

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Gold production increased 11% as a result of 9% higher mill throughput and slightly higher grades. Metal sales were $377.7 million, or 18% of Coeur’s metal sales, compared to $225.1 million, or 21% of Coeur’s metal sales. Revenue increased by $152.6 million, or 68%, of which $115.7 million was due to higher average realized gold prices, and $36.9 million was due to higher volume of gold production. Costs applicable to sales per gold ounce increased 2% as higher production was more than offset by higher maintenance, freight, and royalty costs. Amortization increased to $39.3 million primarily due to an increase in gold ounces sold. Capital expenditures decreased to $65.6 million from $68.7 million due to lower underground development and capitalized exploration, partially offset by the construction of the expanded tailings impoundment.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Gold production increased 13% as a result of a 7% increase in grade and higher mill throughput. Metal sales were $225.1 million, or 21% of Coeur’s metal sales, compared to $162.5 million, or 20% of Coeur’s metal sales. Revenue increased by $62.7 million, or 39%, of which $37.5 million was due to higher average realized gold prices and $25.2 million resulting from a higher volume of gold production. Costs applicable to sales per gold ounce decreased 8% due to higher production, and lower labor and diesel costs, partially offset by higher outside service and royalty costs. Amortization increased by $2.3 million to $28.2 million primarily due to an increase in gold ounces sold. Capital expenditures increased to $68.7 million from $53.3 million reflecting continued investment associated with the multi-year underground development and exploration program designed to extend and enhance the mine life, which began in 2022 and is expected to be completed in 2025, as well as underground development and tailings dam expansion expenditures.

Wharf

(1) See Non-GAAP Financial Performance Measures.

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Gold production decreased 1% driven by lower grade material placed on the pads and the timing of recoveries. Ore tonnes placed during the fourth quarter were impacted following a fire incident at the tertiary crusher which occurred during regularly scheduled maintenance. The tertiary crusher sustained damage to conveyor belts and electrical system components which will require replacement, but the site is partially mitigating reduced crushing capacity by adding temporary crushing capacity. Detailed engineering for the replacement crusher has been completed and a new tertiary crushing system is planned to be installed and commissioned during the second quarter of 2026. Production is expected to progressively increase throughout the year as permanent crushing capacity is restored. Production is expected to progressively increase throughout the year as permanent crushing capacity is restored. Metal sales were $339.2 million, or 16% of Coeur’s metal sales, compared to $234.0 million, or 22% of Coeur’s metal sales. Revenue increased by $105.2 million, or 45%, of which $114.4 million was due to higher average realized gold prices, partially offset by $9.2 million due to lower gold production. Costs applicable to sales per gold ounce increased 24% due to lower grade ore tonnes placed and higher labor and royalty costs. Amortization decreased to $6.6 million due to the decrease in gold ounces mined. Capital expenditures increased to $17.8 million from $7.2 million as a result of the construction of a water treatment facility, capitalized exploration, and mining equipment purchases.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Gold production increased 5% driven by higher tonnes placed and grade placed on the pads, and timing of recoveries. Metal sales were $234.0 million, or 22% of Coeur’s metal sales, compared to $189.5 million, or 23% of Coeur’s metal sales. Revenue increased by $44.5 million, or 23%, of which $33.9 million attributable to higher average realized gold prices and $10.6 million was due to a higher gold production. Costs applicable to sales per gold ounce decreased 19% due to higher tonnes and grade placed on the pads, and lower diesel costs, partially offset by higher royalties, labor and outside service costs. Amortization remained comparable at $6.5 million. Capital expenditures increased to $7.2 million from $2.5 million due to the construction of a water treatment facility.

Silvertip

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

Exploration expenses total $31.2 million in 2025 compared to $27.3 million in the prior year. Ongoing carrying costs at Silvertip totaled $10.4 million in 2025 and $8.5 million in the prior year. Capital expenditures in 2025 totaled $7.1 million compared to $3.6 million in the prior year.

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Exploration expense totaled $27.3 million in 2024 as the Company continued to focus on expanding the mineral resources at Silvertip, which were supported by 461 meters of underground mine development. Ongoing carrying costs at Silvertip totaled $8.5 million in 2024 compared to $15.6 million in 2023. Capital expenditures in 2024 totaled $3.6 million.

Liquidity and Capital Resources

At December 31, 2025, the Company had $555.7 million of cash, cash equivalents and restricted cash and $399.5 million available under the RCF. Future borrowing under the RCF may be subject to certain financial covenants. Cash and cash equivalents increased $498.5 million in the year ended December 31, 2025 due to the cash acquired in the SilverCrest Transaction of $103.7 million, the sale of SilverCrest acquired bullion and metal inventory for $72.0 million, a 24% and 59% increase in gold and silver ounces sold, respectively, (includes $421.4 million of post-acquisition sales at Las Chispas), and a 45% and 43% increase in average realized gold and silver prices, respectively. This was partially offset by RCF net repayments of $195.0 million, transaction cost related payments of $21.6 million, income and mining tax payments of $178.5 million, full repayment of outstanding prepayment agreement balances at Rochester, Kensington and Wharf, $221.2 million of capital expenditures, and the second payment of $10.0 million related to the acquisition of mining concessions at Palmarejo.

We currently believe we have sufficient sources of funding to meet our business requirements for the next twelve months and longer term. We expect to use cash provided by operating activities to fund near term capital requirements, including those described in this Report for our 2026 capital expenditure guidance, and to repurchase shares pursuant to the Company’s $75.0 million share repurchase program (the “Program”). The acquisition of SilverCrest included acquiring a significant amount of cash and gold and silver bullion, which was used along with our cash provided by operating activities to repay all borrowings under the RCF. Our longer-term plans contemplate continued exploration to extend the mine lives at our operating sites, reduction of debt, and additional investment to determine the viability of the Silvertip project. Our long-term target leverage ratio of Net Debt to the Last Twelve Months Adjusted EBITDA is 0.0 times Adjusted EBITDA. Our current net leverage ratio is (0.2) times Adjusted EBITDA as of December 31, 2025.

We also have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services.

If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we may need to incur additional indebtedness or issue additional equity securities, among other financing options, which may not be available on acceptable terms or at all. This could have a material adverse impact on the Company, as discussed in more detail under “Item 1A – Risk Factors”.

Cash Provided by Operating Activities

Net cash provided by operating activities for the year ended December 31, 2025 was $886.9 million, compared to $174.2 million for the year ended December 31, 2024. Adjusted EBITDA for the year ended December 31, 2025 was $1,025.8 million, compared to $339.2 million for the year ended December 31, 2024 (see “Non-GAAP Financial Performance Measures”). Net cash provided by operating activities was impacted by the following key factors for the applicable periods:

In thousands

Net cash provided by operating activities increased $712.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), a 45% and 43% increase in average realized gold and silver prices, respectively, the sale of SilverCrest acquired bullion and metal inventory for $72.0 million, lower interest expense, and lower ore placed on leach pads at Wharf. This was partially offset by full repayment of outstanding prepayment agreement balances at Rochester, Kensington and Wharf, higher general and administrative and exploration expenses, income and mining tax payments of $178.5 million compared to $45.1 million in 2024, and timing of VAT collections at Palmarejo and Las Chispas and sales receipts at Kensington. Revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024 increased by $1,016.1 million, of which $471.1 million was due to higher average realized gold and silver prices, $123.6 million was due to higher volume of gold and silver sales, and $421.4 million was due to post-acquisition sales at Las Chispas.

Net cash provided by operating activities increased $106.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a 8% and 13% increase in gold and silver ounces sold, respectively, a 18% and 15% increase in average realized gold and silver prices, respectively, partially offset by higher ore placed on leach pads at Rochester and Wharf, lower prepaid revenue at Kensington and increased exploration, general and administrative, interest and income and mining tax expense. Revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023 increased by $232.8 million, of which $142.5 million was the result of higher average gold and silver prices and $90.3 million was due to higher volume of gold sales.

Cash Used in Investing Activities

Net cash used in investing activities in the year ended December 31, 2025 was $127.8 million compared to $193.5 million in the year ended December 31, 2024. Cash used in investing activities decreased due to the cash acquired in the SilverCrest Transaction of $103.7 million, partially offset by post-acquisition capital expenditures at Las Chispas. The Company incurred capital expenditures of $221.2 million in the year ended December 31, 2025 compared with $183.2 million in the year ended December 31, 2024 primarily related to post-acquisition underground development, and equipment purchases at Las Chispas, underground development at Palmarejo and Kensington, expanded tailings impoundment at Kensington and the construction of a water treatment facility at Wharf in both periods.

Net cash used in investing activities in the year ended December 31, 2024 was $193.5 million compared to $303.7 million in the year ended December 31, 2023. Cash used in investing activities decreased due to lower spending on capital expenditures at Rochester. There were fewer net proceeds on the sale of investments including $39.8 million received from the sale of the Company’s remaining Victoria Gold Common Shares, net proceeds of $7.0 million received from the sale of the La Preciosa Deferred Consideration and $5.0 million received from the sale of the La Preciosa project in 2023 compared to the initial payment of $10.0 million due at closing for the $25.0 million acquisition of mining concessions at Palmarejo in 2024. The Company incurred capital expenditures of $183.2 million in the year ended December 31, 2024 compared with $364.6 million in the year ended December 31, 2023 primarily related to expansion construction and ramp-up activities at Rochester and underground development and exploration at Palmarejo and Kensington in both periods.

Cash Provided by (Used in) Financing Activities

Net cash used in financing activities in the year ended December 31, 2025 was $260.6 million compared to net cash provided by financing activities of $13.9 million in the year ended December 31, 2024. During the year ended December 31, 2025, the Company repaid $195.0 million, net, under the RCF, repurchased $9.6 million of common stock in connection with the Company’s Program, and prepaid $25.6 million in finance leases at Rochester and Kensington. During the year ended December 31, 2024, the Company received net proceeds of $23.7 million from the sale of 7.7 million shares of its common stock in the Private Placement Offering, and drew $20.0 million, net, from the RCF.

Net cash provided by financing activities in the year ended December 31, 2024 was $13.9 million compared to $236.1 million in the year ended December 31, 2023. During the year ended December 31, 2024, the Company received net proceeds of $23.7 million from the sale of 7.7 million shares of its common stock in the Private Placement Offering, and drew $20.0 million, net, from the RCF. During the year ended December 31, 2023, the Company drew $95.0 million, net, under the RCF, received aggregate net proceeds of $147.7 million from the sale of 54.6 million shares of its common stock in the March 2023 Equity Offering and September 2023 Equity Offering, and received net proceeds of $20.9 million from the sale of 8.3 million shares of its common stock in the Private Placement Offering.

On May 27, 2025, the Company announced the $75.0 million share repurchase program (the “Program”), effective through May 31, 2026. Under the Program, repurchases may be carried out from time to time through opportunistic open-market purchases or by other means in amounts and at prices that Coeur deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. On June 11, 2025, the Company entered into a 10b-18 share repurchase agreement (the “10b-18 Agreement”) and an issuer securities repurchase 10b5-1 plan (the “Company 10b5-1 Plan”) with BMO Capital Markets Corp. as the Company’s broker. On August 8, 2025, the Company and BMO Capital Markets Corp. amended the Company 10b5-1 Plan to modify certain terms of the arrangement (the “First Modified Company 10b5-1 Plan”). On November 12, 2025, the Company and BMO Capital Markets Corp. further amended the First Modified Company 10b5-1 Plan (the “Second Modified Company 10b5-1 Plan”). Pursuant to its terms, the Second Modified Company 10b5-1 Plan terminated on December 12, 2025.

The following table summarizes repurchases made pursuant to the 10b-18 Agreement in the three months and year ended December 31, 2025:

57

Critical Accounting Policies and Accounting Developments

Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability, revenue, and expense being reported. For a discussion of recent accounting pronouncements, see Note 2 -- Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements.

Revenue Recognition

The Company produces doré and concentrate that is shipped to third-party refiners and smelters, respectively, for processing. The Company enters into contracts to sell its metal to various third-party customers which may include the refiners and smelters that process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal to the customer.

In the case of doré shipments, the Company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metal in advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer. Revenue and Costs Applicable to Sales are recorded on a gross basis under these contracts at the time the performance obligation is satisfied.

Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months after the shipment date, based on market prices. When the Company sells gold concentrate to the third-party smelters, the performance obligation is satisfied when risk of loss is transferred to the customer. The contracts, in general, provide for provisional payment based upon provisional assays and historical metal prices. Final settlement is based on the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.

The Company also sells concentrate under off-take agreements to third-party customers that are responsible for arranging the smelting of the concentrate. Prices can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following the shipment of the concentrate. The performance obligation is satisfied when risk of loss is transferred to the customer.

The Company recognizes revenue from concentrate sales, net of treatment and refining charges, when it satisfies the performance obligation of transferring control of the concentrate to the customer.

For doré and off-take sales, the Company may incur a finance charge related to advance sales that is not considered significant and, as such, is not considered a separate performance obligation. In addition, the Company has elected to treat freight costs as a fulfillment cost under ASC 606 and not as a separate performance obligation.

The Company’s gold stream agreement with Franco-Nevada provided for a $22.0 million deposit paid by Franco-Nevada in exchange for the right and obligation, commencing in 2016, to purchase 50% of a portion of Palmarejo gold production at the lesser of $800 or market price per ounce. Because there is no minimum obligation associated with the deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The stream agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada.

Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements, the allocation of fair value to assets and liabilities assumed in connection with business combinations, the reported amounts of revenue and expenses during the reporting period, and mined reserves. There can be no assurance that actual results will not differ from those estimates. There are a number of uncertainties inherent in estimating quantities of reserves, including many factors beyond the Company’s control. Mineral reserve estimates are based upon engineering evaluations of samplings of drill holes and other openings. These estimates involve assumptions regarding future silver and gold prices, mine geology, mining methods and the related costs to develop and mine the reserves. Changes in these assumptions could result in material adjustments to the Company’s reserve estimates. The Company uses reserve estimates in determining the units-of-production amortization and evaluating mine assets for potential impairment. For a discussion of estimates and assumptions used by management that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements, the reported amounts of revenue and expenses during the reporting period, and mined reserves, see Note 2 -- Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements.

Amortization

The Company amortizes its property, plant, and equipment, mining properties, and mine development using the units-of-production method over the estimated life of the ore body generally based on its proven and probable reserves or the straight-line method over the useful life, whichever is shorter. The accounting estimates related to amortization are critical accounting estimates because (1) the determination of reserves involves uncertainties with respect to the ultimate geology of its reserves and the assumptions used in determining the economic feasibility of mining those reserves and (2) changes in estimated proven and probable reserves and asset useful lives can have a material impact on net income.

Impairment of Long-lived Assets

We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated undiscounted pretax future cash flows are less than the carrying amount of the asset. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment loss is measured by discounted estimated future cash flows, and recorded by reducing the asset's carrying amount to fair value. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans.

Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves, are included when determining the fair value of mine site asset groups at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold and silver that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those risk factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineral reserves and resources could ultimately be mined economically. Assets classified as exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.

Gold and silver prices are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors that may affect the key assumptions used in the Company’s impairment testing. Various factors could impact our ability to achieve forecasted production levels from proven and probable reserves. Additionally, production, capital and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. Actual results may vary from the Company’s estimates and result in additional Impairment of Long-lived Assets.

Ore on Leach Pads

The heap leach process extracts silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.

The Company uses several integrated steps to scientifically measure the metal content of ore placed on the leach pads. As the ore body is drilled in preparation for the blasting process, samples are taken of the drill residue which are assayed to determine estimated quantities of contained metal. The Company then processes the ore through crushing facilities where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. The crushed ore is then transported to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, it is continuously sampled for assaying. The quantity of leach solution is measured by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to doré at the Rochester mine and a form of gold electrolytic cathodic sludge at the Wharf mine, representing the final product produced by each mine. The inventory is stated at lower of cost or net realizable value, with cost being determined using a weighted average cost method.

The historical cost of metal expected to be extracted within 12 months is classified as current and the historical cost of metals contained within the broken ore expected to be extracted beyond 12 months is classified as non-current. Ore on leach pads is valued based on actual production costs incurred to produce and place ore on the leach pad, less costs allocated to minerals recovered through the leach process.

The estimate of both the ultimate recovery expected over time and the quantity of metal that may be extracted relative to the time the leach process occurs requires the use of estimates, which are inherently inaccurate due to the nature of the leaching process. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory testing and actual experience of more than 20 years of leach pad operations at the Rochester mine and 30 years of leach pad operations at the Wharf mine. The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be known until leaching operations cease. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. There are five reusable heap leach pads (load/offload) used at Wharf. Each pad goes through an approximate 24-month process of loading of ore, leaching and offloading which includes a neutralization and denitrification process. During the leaching cycle of each pad, revised estimated recoverable ounces for each of the pads may result in an upward or downward revision from time to time, which generally have not been significant. Updated recoverable ounce estimates are considered a change in estimate and are accounted for prospectively. As of December 31, 2025, the Company’s combined estimated recoverable ounces of gold and silver on the leach pads were 64,482 and 8.9 million, respectively.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business acquisition. Goodwill is allocated to reporting units and tested for impairment annually as of December 31 and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The Las Chispas mine is considered a distinct reporting unit for purposes of goodwill impairment testing. Based on the December 31, 2025 review, the Company concluded that Goodwill was not impaired.

The Company may elect to perform a qualitative assessment to determine if it is more likely than not that the fair value exceeds the carrying value. If the Company determines that it is more likely than not that the fair value is less than the carrying value, a quantitative goodwill impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

When the income approach is utilized to determine fair value, the estimated cash flows used to assess the fair value of a reporting unit are derived from the Company’s current business plans, which are developed using short-term price forecasts reflective of the current price environment and management’s projections for long-term average metal prices. In addition to short- and long-term metal price assumptions, other assumptions include estimates of operating costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable estimates; estimated future closure costs; the use of appropriate discount rates; and applicable U.S. dollar long-term exchange rates. See Item 7A, Quantitative and Qualitative Disclosures About Market Risk.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. For testing purposes of our reporting units, management's best estimates of the expected future results are the primary driver in determining the fair value. However, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment tests will prove to be an accurate prediction of the future. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units include, but are not limited to, such items as: (i) a decrease in forecasted production levels if we are unable to realize the mineable reserves, resources and exploration potential at our mining properties and extend the life of mine (ii) increased production or capital costs (iii) adverse changes in macroeconomic conditions including the market price of metals and changes in the equity and debt markets or country-specific factors which could result in higher discount rates, (iv) significant unfavorable changes in tax rates including increased corporate income or mining tax rates, and (v) negative changes in regulation, legislation, and political environments which could impact our ability to operate in the future. See Note 2 to the Consolidated Financial Statements for further information regarding goodwill.

Reclamation

The Company recognizes obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period in Pre-development, Reclamation, and Other.

As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced. Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the discounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. See Note 10 -- Reclamation in the notes to the Consolidated Financial Statements for additional information.

Derivatives

The Company is exposed to various market risks, including the effect of changes in metal prices and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP.

The Company, from time to time, uses derivative contracts to protect the Company’s exposure to fluctuations in metal prices. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception. Assuming normal market conditions, the change in the market value of such derivative contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. The effective portions of cash flow hedges are recorded in Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of revenue from metal sales are recognized as a component of Revenue in the same period as the related sale is recognized. Deferred gains and losses associated with cash flow hedges of foreign currency transactions are recognized as a component of Costs applicable to sales or Predevelopment, reclamation and other in the same period the related expenses are incurred.

For derivatives not designated as hedging instruments, the Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Changes in the value of derivative instruments not designated as hedging instruments are recorded each period in the Consolidated Statement of Comprehensive Income (Loss) in Fair value adjustments, net or Revenue. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding commodity prices, market volatilities, and foreign currency exchange rates. See Note 14 -- Derivative Financial Instruments and Hedging Activities for additional information.

Income and Mining Taxes

The Company accounts for income taxes in accordance with the guidance of ASC 740. The Company’s annual tax rate

is based on income, statutory tax rates in effect and tax planning opportunities available to us in the various jurisdictions in which the Company operates. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.

The Company’s deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.

The Company has asserted a partial indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about and intentions concerning the future operations of the Company. The Company does not record a U.S. deferred tax liability for foreign earnings that meet the indefinite reversal criteria. See Note 11 -- Income and Mining Taxes for further discussion on our assertion.

The Company’s operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Other Liquidity Matters

We believe that our liquidity and capital resources in the U.S. are adequate to fund our U.S. operations and corporate activities. The Company has asserted a partial indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about, and intentions concerning, the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.

In order to reduce indebtedness, fund future cash interest payments and/or amounts due at maturity or upon redemption and for general working capital purposes, from time to time we may (1) issue equity securities for cash in public or private offerings or (2) repurchase certain of our debt securities for cash or in exchange for other securities, which may include secured or unsecured notes or equity, in each case in open market or privately negotiated transactions. We evaluate any such transactions in light of prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be significant and any debt repurchase transactions may occur at a substantial discount to the debt securities’ face amount.

Non-GAAP Financial Performance Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). Unless otherwise noted, we present the Non-GAAP financial measures in the tables below. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Adjusted Net Income

Management uses Adjusted net income to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income is evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income is reconciled to Net income in the following table:

In thousands except per share amounts

62

(1) Includes the impact of foreign exchange rates on deferred tax balances of $43.5 million, $0.3 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023.

(2) For the year ended December 31, 2025, tax effect of adjustments of $171.2 million (-467%) are primarily related to the release of the valuation allowance against U.S. net deferred tax assets of $162.0million, the wage and hour litigation settlement, and transaction costs at Corporate. For the year ended December 31, 2024, tax effect of adjustments of $(0.8) million (-5%) are primarily related to the RMC bankruptcy distribution, and nonrecurring expenses at Palmarejo. For the year ended December 31, 2023, tax effect of adjustments of $1.8 million (8%) is primarily related to the loss on the sale of the La Preciosa Deferred Consideration.

EBITDA and Adjusted EBITDA

Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is the basis of a measure used in the indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following table:

In thousands

Free Cash Flow

Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Cash Provided By (used in) Operating Activities less Capital expenditures as presented on the Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.

The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow.

(Dollars in thousands)

Operating Cash Flow Before Changes in Working Capital

Management uses Operating Cash Flow Before Changes in Working Capital as a non-GAAP measure to analyze cash flows generated from operations. Operating Cash Flow Before Changes in Working Capital is Cash Provided By (used in) Operating Activities excluding the change in Receivables, Prepaid expenses and other, Inventories and Accounts payable and accrued liabilities as presented on the Consolidated Statements of Cash Flows. The Company believes Operating Cash Flow Before Changes in Working Capital is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Operating Cash Flow Before Changes in Working Capital and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Operating Cash Flow Before Changes in Working Capital is not necessarily comparable to such other similarly titled captions of other companies.

The following table sets forth a reconciliation of Operating Cash Flow Before Changes in Working Capital, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Operating Cash Flow Before Changes in Working Capital.

(Dollars in thousands)

Net Debt and Leverage Ratio

Management defines Net Debt, a non-GAAP financial measure, as Total Debt less Cash and Cash Equivalents. We define Leverage Ratio, a non-GAAP financial measure, as the ratio of Net Debt to the Last Twelve Months Adjusted EBITDA. Management believes Net Debt and Leverage Ratio are important measures to monitor our financial flexibility and evaluate the strength of our Consolidated Balance Sheets. Net Debt and Leverage Ratio have limitations as analytical tools and may vary from similarly titled measures used by other companies. Net Debt and Leverage Ratio should not be considered in isolation or as a substitute for an analysis of our results prepared and presented in accordance with GAAP.

The following table presents a reconciliation of Total Debt, the most directly comparable financial measure calculated in accordance with GAAP, to Net Debt for each of the periods presented.

(Dollars in thousands)

64

Costs Applicable to Sales

Management uses CAS to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing gold and silver, as well as assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes that allocating CAS to gold and silver based on gold and silver metal sales relative to total metal sales best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, converting to silver equivalent ounces, and differences in underlying accounting principles and accounting frameworks such as in IFRS Accounting Standards.

Year Ended December 31, 2025

(1) Includes the impact of the purchase price allocation ascribed to Inventory of $93.5 million.

Year Ended December 31, 2024

Year Ended December 31, 2023

65

Reconciliation of Costs Applicable to Sales for 2026 Guidance

66

The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 14 -- Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to “Item 2 - Cautionary Statement Concerning Forward-Looking Statements” in this Report. Actual results and actions could differ materially from those discussed below.

Gold and Silver Prices

Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, global political and economic conditions, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.

Decreases in the market price of gold and silver can also significantly affect the value of our metal inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of long-lived assets.

Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and metal inventory adjustments at December 31, 2025 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $4,135 and $3,361 per ounce, respectively, and a short-term and long-term silver price of $54.73 and $37.74 per ounce, respectively.

The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Hedging

To mitigate the risks associated with metal price fluctuations, the Company may enter into option contracts to hedge future production. The Company had forward contracts for gold and silver that settled monthly through June 2024 in order to protect cash flow during the Rochester expansion ramp-up. The contracts were net cash settled and, if the spot price of gold at the time of expiration was lower than the fixed price or higher than the fixed prices, it resulted in a realized gain or loss, respectively. The forward contracts exposed us to (i) credit risk in the form of non-performance by counterparties for contracts in which the contract price is below the spot price of a commodity, and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered under contract positions. To reduce counter-party credit exposure, the Company entered into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. For additional information, please see the section titled “Item 1A - Risk Factors” in this Report. The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of the SilverCrest Transaction that settled monthly through March 2025. The Company had no outstanding gold or silver hedging contracts at December 31, 2025.

Provisional Metal Sales

The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. At December 31, 2025, the Company had outstanding provisionally priced sales of 13,552 ounces of gold at an average price of $4,258. Changes in gold prices resulted in provisional pricing mark-to-market loss of $1.5 million during the three months ended December 31, 2025. A 10% change in realized gold prices would cause revenue to vary by $5.8 million.

Foreign Currency

The Company operates, or has mineral interests, in several foreign countries including Canada, Mexico, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control, such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.

Foreign Exchange Hedging

To manage foreign currency risk, the Company may enter into foreign currency forward exchange contracts. In 2020, the Company entered into foreign currency forward contracts to manage this risk and designated these instruments as cash flow hedges of forecasted foreign denominated transactions. The Company had no outstanding foreign currency forward exchange contracts at December 31, 2025.

Interest Rates

Interest Rate Hedging

The Company may use financial instruments to manage exposures to changes in interest rates on loans, which exposes it to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not pose credit risk. The Company seeks to minimize the credit risk in derivative instruments by entering into transactions with what it believes are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The Company had no outstanding interest rate swaps at December 31, 2025.

Investment Risk

Equity Price Risk

The Company’s equity securities were not significant at December 31, 2025.

(a) Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective and operating at a reasonable assurance level as of December 31, 2025.

(b) Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

a. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

c. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based upon its assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

The effectiveness of internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c) Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.