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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K
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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of the earliest event reported): May 8, 2026
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Commission file number: 333-249533

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FORTITUDE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

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Colorado

85-2602691

(State of Other Jurisdiction of incorporation or Organization)

(I.R.S. Employer Identification No.)

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723 S. Cascade Avenue, Colorado Springs, CO

80903

(Address of principal executive offices)

(Zip code)

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Registrant’s telephone number, including area code: (719) 717-9825

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Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class

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Trading Symbol(s)

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Name Of Each Exchange

On Which Registered

N/A

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N/A

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N/A

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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Emerging growth company  ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01  Entry into a Material Definitive Agreement.

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On May 8, 2026, Fortitude Gold Corp. (the “Company” or “Fortitude”) amended its Company Agreement with Hawthorne Land & Minerals, LLC.

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Item 9.01  Financial Statements and Exhibits.

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(d)  Exhibits. The following exhibits are furnished with this report:

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2.3*Amended Company Agreement, dated May 8, 2026.

104Inline XBRL for the cover page of this Current Report on Form 8-K.

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*Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the SEC upon request a copy of any omitted portion of this exhibit.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: May 14, 2026

FORTITUDE GOLD CORPORATION

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By:

/s/ Jason D. Reid

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Jason D. Reid, Chief Executive Officer

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