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CDE 10-K & 10-Q changes, risk factors and insider trading

Coeur Mining, Inc. · NYSE · Gold And Silver Ores · CIK 215466 · All filings on SEC.gov

Everything below is quoted or computed from Coeur Mining, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

19 / 7risk-factor paragraphs added / removed in latest 10-K
7new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
5Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-18 (period ending 2025-12-31) with 10-K filed 2025-02-19 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

19new paragraphs
7removed paragraphs
42reworded paragraphs
13,975 → 15,283words in section

New heading “RISKS RELATED TO THE ANTICIPATED ACQUISITION OF NEW GOLD INC.”

New heading “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.”

New heading “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.”

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

New heading “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.”

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

New heading “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.”

Removed heading “Coeur is expected to incur significant transaction costs in connection with the SilverCrest Transaction, which may exceed those anticipated by Coeur.”

Removed heading “The combined company may be unable to integrate the businesses of Coeur and SilverCrest successfully or realize the anticipated benefits of the SilverCrest Transaction.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: lawsuit, class action
“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.”
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New text topics: lawsuit, class action
“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. …”
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New text
“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.”
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New text
“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.”
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Removed text
“The combined company may be unable to integrate the businesses of Coeur and SilverCrest successfully or realize the anticipated benefits of the SilverCrest Transaction.”
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New text
“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.”
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Full comparison: every changed paragraph (68)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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.

Reworded

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 5%11% between MayOctober 23,3, 20242025 and MayOctober 29,16, 2024,2025, and then decreased by 6%9% on JuneOctober 7,29, 2024.2025. 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 6%23% and decreased by 6%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.

Reworded

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.

Reworded

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.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.

Reworded

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 andsite, the recent 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.

Reworded

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,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 arerecently completingcompleted a multi-year exploration and underground mine development program to extend theKensington’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.

Reworded

In addition, we have acquired mining properties such as the Silvertip exploration property and the recentLas acquisitionChispas mine and expect to add the New Afton and Rainy River mines as part of the LasNew ChispasGold mine.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 LasNew ChispasAfton mineand Rainy River mines following the contemplated New Gold Transaction or acquire additional mining properties on favorable economic terms or at all.

Reworded

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.

Reworded

As a result of the recent 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 couldmay render the Las Chispas mine economically unfeasible, potentially leading to closure.

Added

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.

Reworded

•additional debt incurred or issued to fund some or all of acquisition consideration (as was the case with Silvertip and Wharf),consideration, resulting in increased interest expense and other borrowing costs;

Reworded

•issuance of equity securities as acquisition consideration (which occurred in the acquisitionSilverCrest ofTransaction and is expected to occur in the LincolnNew Hill and Silvertip projects and the SilverCrestGold Transaction), resulting in ownership dilution of our existing stockholders;

Reworded

We cannot predict the impact of future acquisitions on the price of our common stock or assureensure 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.

Reworded

In connection with dispositions, the Company may provide representations, warranties and indemnities customary for such transactions, as was the case with the Company’s sale of its interest in the Crown, Sterling and La Preciosa projects.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.

Reworded

Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations or exploration properties, includingas well as the plannedanticipated POA 1 mine life extension at Kensington and future developmentintegration of the SilvertipNew explorationAfton project.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.

Removed

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;

Reworded

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.

Reworded

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 Israel-Hamasconflict conflictin 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 proposals to implementproposed 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.

Reworded

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 1718 -- 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 main operating permit at Palmarejo expires in October 2025. We filed a routine application to extend the permit in the ordinary course, which the environmental authorities under the prior administration did not act upon, consistent with prior administration policy. Since President Claudia Sheinbaum took office on October 1, 2024, we have seen indications of a return to normal processing of permits, and we are engaging with the government to gain approval for the extension of the permit, but there can be no assurance as to whether or when we will receive it. 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.

Reworded

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. Furthermore, with the completion of the SilverCrest Transaction, the Company’s exposure to such risks is expected to increase due to the addition of the Las Chispas operation in Mexico.

Reworded

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 ofand information about our business and our 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.

Reworded

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 tailingtailings into a former open pit. In response to several recent tailings damfacility 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 damsfacilities and operational practices to characterize our risk profile. We concluded that our tailings damsfacilities represent a low exposure risk profile for several reasons, including that our tailings damsfacilities were constructed using construction methods recognized in the industry as the most stable tailings damfacility design using high strength and chemically stable rock in construction. Our damsfacilities 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 dam or tailings storage 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.

Reworded

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. As of December 31, 2024, no forward contracts remained outstanding but theThe Company did acquireacquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of itsthe acquisitionSilverCrest of SilverCrest.Transaction. These hedges settlesettled monthly through March,March 2025. As of December 31, 2025, no forward contracts remained outstanding. See Note 1314 — Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements.

Reworded

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.

Reworded

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.

Reworded

There has been heightened legislative and regulatory focus on data privacyprivacy, cybersecurity and cybersecurityAI 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 privacyprivacy, cybersecurity and cybersecurityAI standards. This regulatory environment may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

Reworded

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

Reworded

ESGEnvironmental 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 ESGthis area and continued to advance our ESGsustainability 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 ESGthird-party analysts or institutional or other investors.

Reworded

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 of Justice of the Nation 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.

Reworded

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 SilverCrestNew Gold Transaction. Factors that may impact Coeur's credit ratings followingwith the consummation of the SilverCrestNew 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.

Reworded

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 in British Columbia, Canada, at the Silvertip exploration property in British Columbia, Canada by the British Columbia Ministry of Mining and Critical Minerals andMinerals, 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).

Reworded

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.

Removed

The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.

Reworded

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 greenhouse gasGHG 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.

Reworded

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 to allow the deposit of future tailings into the legacy open pit rather than expanding the current tailings impoundment facility.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. For example, as noted above, we are working through a prolonged delay in the routine renewal of our main operating permit at Palmarejo, which expires in October 2025. As has been publicized in media coverage, we understand that other mining projects in Mexico have also experienced extended permitting delays or, in certain circumstances, denials of permits, due to anti-mining policies of the prior Mexican administration which just ended on October 1, 2024. Our early engagements with the new Mexican administration indicate normal processing of permits may be resuming, but there can be no assurance as to when or whether the Palmarejo permit extension will be granted. 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. For example, we recently received a notice of revocation of our permit to operate back-up generators at Palmarejo. We are appealing the revocation and have been granted the right to continue operating the back-up generators during the course of the appeal. We are also applying for a new permit in case our appeal is not successful, but there can be no assurance that the revocation of the prior permit will not have an adverse impact on Palmarejo’s operating and financial results.

Reworded

We are currently, and may in the future become, subject to other litigation, arbitration (including the current NAFTA arbitration matter involving recovery of amounts unduly paid as VAT in Mexico) 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.

Reworded

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 thetheir land. An ejido may sell or lease lands directly to a private entity. While we have agreements or are in the process of negotiating agreements with the ejidos that impact all of our projects in Mexico, some of these agreements may be subject to renegotiation or legal challenges.

Reworded

We are subject to tax laws in the United StatesStates, Mexico, Canada and severalother 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.

Reworded

We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, including the SilverCrestanticipated 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.

Reworded

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 recent 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.

Reworded

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 Transaction’sand 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 SilverCrestNew Gold Transaction may differ from its financial position before the completion of the SilverCrestNew Gold Transaction, and the results of Coeur’s operations and cash flows following the completion of the SilverCrestNew Gold Transaction may be affected by factors different from those affecting its financial position or results of operations and cash flows prior to the SilverCrestNew 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 SilverCrestNew Gold Transaction.

Reworded

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 of Directors 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.

Reworded

RISKS RELATED TO THE RECENT ACQUISITION OF SILVERCREST METALS INC.

Reworded

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 recently completed the SilverCrest Transaction.Transaction in February 2025. As described in this Section and below, the SilverCrest Transaction could subject us to significant risks.

Reworded

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 operationsoperations, andincluding its integration of the Las Chispas operation.

Removed

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

Removed

Coeur has incurred and expects to continue incurring costs related to the SilverCrest Transaction, including integration costs. 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 after closing of the SilverCrest Transaction, including for the integration of SilverCrest into Coeur. The timing and amount of fees and expenses incurred for the SilverCrest Transaction and post-closing integration of the companies is difficult to predict and may vary significantly from our initial projections.

Removed

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

Removed

The Company completed the SilverCrest Transaction with the expectation that it will result in certain benefits for the combined company. These anticipated benefits are dependent, in part, on the successful integration of SilverCrest into Coeur, which is a complex process that includes strategic decisions on, among other factors, business strategy, staffing, and system integration. Coeur did not have the ability to exercise control over SilverCrest before the completion of the SilverCrest Transaction and future operating and financial results for the Las Chispas mine may be adversely impacted by events that were outside of our control prior to the completion of the SilverCrest Transaction. Performance may also 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 other operations, which could impact the overall performance of the Company.

Removed

Parties with which we and SilverCrest conducted business prior to the closing of the SilverCrest Transaction may be subject to disruption as a result of the SilverCrest Transaction. Customers, suppliers and other persons with whom we and SilverCrest conducted business before consummation of the SilverCrest Transaction may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us. In addition, our employees and contractors may experience uncertainty about their respective roles with Coeur, which might adversely affect our ability to attract and retain key personnel. Key management and other employees may also be difficult to retain or may become distracted from day-to-day operations because matters related to integration of the Las Chispas operation 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, including an adverse effect on our ability to realize the expected benefits of the SilverCrest Transaction.

Added

RISKS RELATED TO THE ANTICIPATED ACQUISITION OF NEW GOLD INC.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Showing the first 60 of 68 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

51new paragraphs
46removed paragraphs
20reworded paragraphs
11,042 → 12,074words in section

New heading “Year Ended December 31, 2025”

New heading “Year Ended December 31, 2025”

Removed heading “Net Income (Loss)”

Removed heading “Year Ended December 31, 2022”

Removed heading “Reconciliation of Costs Applicable to Sales for 2024 Guidance”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: impairment, goodwill, regulation
“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. …”
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New text topics: bankruptcy, litigation
“(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. …”
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New text topics: impairment, goodwill
“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. …”
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New text topics: impairment, 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.”
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Reworded topics: fine

Paragraph as it now reads, with added and removed wording marked:

Gold and silver production increased 12%54% and 11%,40%, respectively, as a result of the Rochester expansion and an improved understanding of gold and silver recoveries based on controlling the size fraction and amount of fines placed on the leach pads. Approximately 64%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 induring 20232025 weretotaled placed30.3 ontomillion tonnes (33.4 million tons), a 42% (8.9 million tonnes) increase from the newprior leach pad. The new leach pad along with the new processing facility commenced production in mid-September 2023.year. Metal sales were $156.0$458.0 million, or 19%22% of Coeur’s metal sales, compared with $129.7$215.8 million, or 17%20% of Coeur’s metal sales. Revenue increased by $26.4$242.2 million, or 20%,112%, of which $15.5$146.1 million was due to a higher volume of gold and silver production, and $10.9$96.1 million was due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 11%6% and 2%,9%, respectively, dueas toa result of the increase in ore tonnes placed, lower electrical power and haul truck repair costs and the mix of gold and silver sales andwhich lowerimpacted LCMco-production adjustmentscost ofallocation. $39.9Amortization increased to $69.3 million compareddue to $46.0the millionincrease in the prior year, driven by higher gold and silver pricesounces partially offset by lower tons placedsold and higherthe employee-relatedfull andyear maintenanceimpact costs.of Amortizationcommissioning increasedof the newly expanded crushing circuit in March 2024. Capital expenditures decreased to $26.4$65.8 million from $72.7 million due to commencementRochester ofexpansion productionproject of the new leach padspending in mid-September2024 2023.offset Capitalby expendituresequipment increasedpurchases toand $263.4capitalized millionstripping fromin $246.4 million due to timing of payments2025 related to the Rochesterconstruction expansionof project.a new open pit.
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Removed text topics: bankruptcy
“(1) 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.”
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Full comparison: every changed paragraph (117)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

For the full year 2024,2025, Coeur reported revenue of $1.1$2,070.1 billionmillion and cash provided by operating activities of $174.2$886.9 million. We reported GAAP net income of $58.9$585.9 million, or $0.15$0.95 per diluted share. On a non-GAAP adjusted basis1,basis, the Company reported EBITDA of $339.2$1,025.8 million and net income of $70.1$493.4 million,million or $0.18$0.80 per diluted share.

Reworded

•StrongRecord full-year 2024gold and silver production and cost results – 2024Balanced contributions across Coeur’s portfolio led to 2025 full-year production of 341,582419,046 ounces of gold and 11.417.9 million ounces of silversilver, representedrepresenting year-over-year increases of 8%23% and 11%,57%, respectively, and fell solidly within the 2024Company’s 2025 consolidated guidance ranges. Full-year 2024 costs applicable to sales per ounce1 declined year-over-year by 13% for gold and 12% for silverranges

Added

•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

Added

•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

Added

•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

Added

•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

Added

•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

Removed

•Second consecutive quarter of positive free cash flow and further EBITDA growth – Fourth quarter free cash flow of $16 million brought total second half free cash flow to $85 million. Fourth quarter adjusted EBITDA of $116 million resulted in full-year 2024 adjusted EBITDA of $339 million compared to $142 million in 2023

Removed

•Strong fourth quarter results from Rochester – Rochester’s silver and gold production increased by 34% and 63%, respectively, quarter-over-quarter to 1.6 million ounces of silver and 15,752 ounces of gold, bringing the full-year totals to 4.4 million silver ounces and 39,203 gold ounces. Tons placed in the fourth quarter totaled 8.2 million tons, exceeding the 7.0 - 8.0 million tons target. Fourth quarter free cash flow of $12 million represented the first positive free cash flow quarter since the fourth quarter of 2019

Removed

•Further debt reductions – Coeur repaid an additional $30 million of the revolving credit facility (“RCF”) during the quarter, reducing the outstanding balance by 29%, or $80 million since mid-year to $195 million. The Company’s net debt to adjusted EBITDA ratio declined to 1.6x at year-end compared to 3.4x at year-end 2023

Removed

•SilverCrest transaction now closed – Coeur’s $1.58 billion acquisition of SilverCrest Metals Inc. (“SilverCrest”) closed on February 14, 2025, which adds the high-grade, low-cost Las Chispas silver and gold operation in Sonora, Mexico to the Company’s portfolio of North American assets and creates a leading global silver company

Removed

•Robust expected 2025 production growth positions Coeur for record results – 2025 production guidance ranges of 380,000 - 440,000 ounces of gold and 16.7 - 20.3 million ounces of silver represent expected year-over-year increases of 20% and 62%, respectively. These ranges reflect the expected benefit of the recently acquired Las Chispas operation and the first full-year of production from the newly expanded Rochester operation totaling 7.0 - 8.3 million silver ounces and 60,000 - 75,000 gold ounces, representing year-over-year expected increases of 75% and 72%, respectively

Added

(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.

Removed

(1)See “Non-GAAP Financial Performance Measures”.

Reworded

We sold 422,032 gold ounces and 18.2 million silver ounces, compared to 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$1,016.1 million, or 28%,96%, as a result of ana 18%24% and 15%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, and an 8% and 13% increase in gold and silver ounces sold, respectively. The increase in gold ounces sold was duethe toresult of post-acquisition sales at Las Chispas, higher goldplacement productionrates and grades at all sites, specifically higher gradeRochester, and recovery rates at Palmarejo, the successful completion of the Rochester expansion, higher mill throughput and grade at Kensington, andpartially higheroffset tonsby andlower gradegrades at Wharf.Palmarejo. The increase in silver ounces sold was the result of higherpost-acquisition gradesales at Las Chispas, and recoveryhigher ratessilver ounces recovered at Palmarejo,Rochester andas thea successful completionresult of thehigher Rochesterplacement expansion.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%, respectively,30% of both 2024 and 2023 sales revenue.revenue, respectively.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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

Added

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.

Added

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.

Added

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.

Added

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.

Added

Net Income

Added

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”).

Added

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.

Added

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

Added

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

Removed

We sold 315,511 gold ounces and 10.1 million silver ounces, compared to 329,968 gold ounces and 9.8 million silver ounces. Revenue increased by $35.6 million, or 5%, as a result of a 4% increase in silver ounces sold and a 5% and 11% increase in average realized gold and silver prices, respectively, partially offset by a 4% decrease in gold ounces sold. The decrease in gold ounces sold was primarily due to lower mill throughput at Palmarejo and Kensington and lower grades at Kensington, partially offset by the timing of production from Rochester’s new leach pad related to startup of the new process plant and timing of recoveries at Wharf. The increase in silver ounces sold was primarily due to the timing of production on Rochester’s new leach pad related to startup of the new process plant, partially offset by lower mill throughput at Palmarejo. Gold and silver represented 70% and 30% of 2023 sales revenue, respectively, compared to 73% and 27% of 2022 sales revenue, respectively.

Removed

Costs applicable to sales increased $26.4 million, or 4%, primarily due to the increase in ounces sold at Rochester and Wharf and higher operating costs at Palmarejo partially offset by lower LCM adjustments at Rochester. For a complete discussion of costs applicable to sales, see Results of Operations below.

Removed

Amortization decreased $11.8 million, or 11%, primarily due to a decrease in gold ounces sold and longer assumed mine life at Kensington, partially offset by the commencement of production of the new leach pad in mid-September 2023 at Rochester.

Removed

General and administrative expenses increased $2.1 million, or 5%, primarily due to higher employee-related costs.

Removed

Exploration expense increased $4.3 million, or 16%, driven by accelerated drilling activity at Palmarejo, Kensington and Silvertip, partially offset by the Canadian mining exploration tax credits associated with expenditures at the Silvertip exploration project recognized in 2023.

Removed

Pre-development, reclamation, and other expenses increased $14.0 million, or 34%, stemming from higher asset retirement accretion, a $12.8 million loss on dismantle and disposal of the legacy crusher at Rochester, and non-operating start-up costs associated with the Rochester expansion project, partially offset by lower ongoing carrying costs at Silvertip.

Removed

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

Removed

Fair value adjustments, net, increased to a gain of $3.4 million compared to $66.7 million loss as a result of an increase in value of the Company’s equity investments.

Removed

Interest expense (net of capitalized interest of $14.6 million) increased to $29.1 million from $23.9 million. Total interest costs for 2023 increased $8.6 million to $43.7 million, due to higher interest paid under the RCF attributable to higher average debt levels, partially offset by lower interest payable following the extinguishment of $76.0 million in 2029 Senior Notes.

Removed

Other, net decreased to a loss of $7.5 million compared to a gain of $66.3 million as a result of the $12.3 million loss recognized from the sale of La Preciosa Deferred Consideration 2023 and the $62.2 million gain recognized in connection with the sale of the Sterling/Crown exploration properties in 2022.

Removed

Income and mining tax expense of approximately $35.2 million resulted in an effective tax rate of 51.4% for 2023. This compares to income tax expense of $14.7 million for an effective tax rate of 23.1% for 2022. 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) the sale of non-core assets; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) mining taxes; (v) foreign exchange rates; (vi) percentage depletion; and (vii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

Removed

Net Income (Loss)

Removed

Net loss was $103.6 million, or $0.30 per diluted share, compared to $78.1 million, or $0.28 per diluted share. The increase in net loss was driven by a 4% decrease in gold ounces sold, higher operating costs at Palmarejo, higher exploration costs, a $12.3 million loss on the sale of the La Preciosa Deferred Consideration, a $12.8 million loss on disposal of the legacy crusher at Rochester, and the $62.2 million gain recognized in connection with the sale of the Sterling/Crown exploration properties in 2022. This was partially offset by a 4% increase in silver ounces sold, a 5% and 11% increase in average realized gold and silver prices, respectively, favorable changes in the fair value of the Company’s equity investments, and a $3.4 million gain in connection with the exchange of 2029 Senior Notes. Adjusted net loss was $78.0 million, or $0.23 per diluted share, compared to $89.1 million, or $0.32 per diluted share (see “Non-GAAP Financial Performance Measures”).

Added

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.

Added

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.

Removed

Gold and silver production is expected to increase 20% and 62%, respectively, compared to 2024 based on the midpoint of guidance ranges. The increase is primarily driven by the completion and ramp-up of Rochester last year and the addition of Las Chispas in mid-February.

Removed

Overall cost guidance has increased slightly at Palmarejo, Kensington and Wharf compared to 2024.

Removed

The below exploration expense guidance excludes $17 - $22 million of underground mine development and support costs associated with Silvertip.

Removed

Note that Las Chispas guidance reflects results from the February 14 closing of the acquisition. Additionally, Las Chispas cost guidance excludes the effects of the SilverCrest purchase price allocation.

Reworded

20252026 Adjusted Costs Applicable to Sales Guidance

Reworded

20252026 Capital, ExplorationDD&A, andExploration, G&A and Income and Mining Tax Guidance

Added

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.

Added

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.

Added

Las Chispas

Added

Year Ended December 31, 2025

Added

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.

Added

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.

Removed

(1)See Non-GAAP Financial Performance Measures.

Showing the first 60 of 117 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-05 (period ending 2026-06-30) with 10-Q filed 2026-05-06 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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7,064 → 107words in section

The section in the latest 10-Q reads in full:

Item 1A – Risk factors of the 2025 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial conditions or operating results. Those risk factors have been supplemented and updated in the Company’s Form 10-Q for the quarter ended March 31, 2026 (the “Q1 2026 10-Q”). Except as supplemented and updated in the Q1 2026 10-Q, the risk factors set forth in the most recent Form 10-K remain current. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

Removed heading “RISKS RELATED TO OUR INDUSTRY”

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

Removed heading “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.”

Removed heading “RISKS RELATED TO OUR OPERATIONS”

Removed heading “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.”

Removed heading “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.”

Removed heading “Our operations outside the United States also expose us to economic and operational risks.”

Removed heading “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.”

Removed heading “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.”

Removed heading “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.”

Removed heading “RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS”

Removed heading “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, the Ontario Occupational Health and Safety Act and Mines Act (Ontario) and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.”

Removed heading “Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.”

Removed heading “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 Indigenous Peoples, community stakeholders, or third-party activists.”

Removed heading “We are subject to litigation and may be subject to additional litigation in the future.”

Removed heading “RISKS RELATED TO OUR COMMON STOCK”

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

Removed heading “Holders of our common stock may not receive dividends.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: investigation, lawsuit, fine, penalt
“Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington, New Afton, Palmarejo and Rainy River 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. …”
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Removed text topics: lawsuit, fine, penalt, sanction
“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. …”
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Removed text topics: litigation, regulation
“Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.”
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Removed text topics: fine, penalt, regulation
“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. …”
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Removed text topics: fine, penalt, regulation
“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.”
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Removed text topics: regulation
“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, the Ontario Occupational Health and Safety Act and Mines Act (Ontario) and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.”
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Full comparison: every changed paragraph (67)

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Reworded

Item 1A – Risk factors of the 2025 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial conditions or operating results. Those risk factors have been supplemented and updated in thisthe Company’s Form 10-Q.10-Q for the quarter ended March 31, 2026 (the “Q1 2026 10-Q”). Except as supplemented and updated below,in the Q1 2026 10-Q, the risk factors set forth in the most recent Form 10-K remain current. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

Removed

RISKS RELATED TO OUR INDUSTRY

Removed

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

Removed

Gold, silver, and copper 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:

Removed

Gold, silver, and copper 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, silver, and copper. Precious metals 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.

Removed

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. 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.

Removed

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.

Removed

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.

Removed

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, copper, 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, copper, zinc, and lead market prices are subject to great uncertainty as those prices fluctuate widely. Declines in the market prices of gold, silver, copper, 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 streams at Palmarejo and Rainy River. 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.

Removed

RISKS RELATED TO OUR OPERATIONS

Removed

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.

Removed

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 integration of two Canadian mines, New Afton and Rainy River, as part of Coeur’s recent acquisition of New Gold Inc..

Removed

While initial development of our operating mines has been substantially completed, development work continues to expand these mines while leveraging existing infrastructure. For example, with the completion of the New Gold Transaction, work continues to progress New Afton’s K-Zone, where a maiden resource was recently declared. Likewise, work at Rainy River continues to ramp up underground mining activities and supplement existing open pit operations. 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.

Removed

Further, 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, or acquire additional mining properties on favorable economic terms or at all. Moreover, as a result of the Mineral Claim Consultation Framework in British Columbia, staking and registering additional mineral claims in British Columbia may become more difficult and there is the risk that claims may not be granted or may be subject to additional requirements, which could adversely affect the Company’s ability to acquire and maintain mineral tenure, advance exploration programs and plan or finance development activities in British Columbia.

Removed

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.

Removed

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.

Removed

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 recently completed 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.

Removed

As a result of the SilverCrest Transaction, Coeur’s business 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.

Removed

Further, with the completion of the New Gold Transaction, Coeur’s presence in Canada has grown with the two Canadian operations of the New Afton gold-copper mine and Rainy River gold mine. Integration of New Gold and these operations is a complex process that includes strategic decisions on, among other factors, business strategy, staffing and system integration. 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. Further, the commercial viability of each operation depends on several factors, including but not limited to, metal prices, operating costs, the accuracy of mineral reserve and mineral resource estimates, the ability to achieve and maintain production rates and governmental regulations.

Removed

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

Removed

•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;

Removed

•additional debt incurred or issued to fund some or all of acquisition consideration, resulting in increased interest expense and other borrowing costs;

Removed

•issuance of equity securities as acquisition consideration (which occurred in the SilverCrest Transaction and the New Gold Transaction), resulting in ownership dilution of our existing stockholders;

Removed

•a material ore body may prove to be below our expectations;

Removed

•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;

Removed

•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;

Removed

•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

Removed

•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.

Removed

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.

Removed

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.

Removed

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

Removed

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.

Removed

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.

Removed

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

Removed

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.

Removed

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, underground cave-ins, fracturing, convergence, subsidence 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.

Removed

Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington, New Afton, Palmarejo and Rainy River 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.

Removed

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.

Removed

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, and copper, 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.

Removed

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.

Removed

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, and copper, 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.

Removed

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.

Removed

RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS

Removed

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, the Ontario Occupational Health and Safety Act and Mines Act (Ontario) and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.

Removed

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.

Removed

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 and New Afton Mine in British Columbia, Canada by the British Columbia Ministry of Mining and Critical Minerals, in Ontario at the Rainy River Mine by the Ministry of Labour, Immigration, Training and Skills Development and Ministry of Mines, 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).

Removed

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.

Removed

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.

Removed

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

Removed

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.

Removed

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.

Removed

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, in Ontario (Canada) under primarily the Environmental Protection Act, Ontario Water Resources Act and the Mining Act (Ontario) 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.

Removed

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), the Environmental Protection Act in Ontario (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.

Removed

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.

Removed

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 Indigenous Peoples, community stakeholders, or third-party activists.

Removed

In the normal course of our business, we are required to obtain, renew and amend 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, renewing and amending 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, the ability to obtain consents from relevant third parties in certain situations, and government and third-party sentiment towards the mining industry generally. We may not be able to obtain, renew or amend permits that are necessary to our operations, or the cost and time required to obtain, renew or amend 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, renewing or amending 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.

Removed

Private parties, including 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.

Removed

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

Removed

We are currently, and may in the future become, subject to other litigation, arbitration or proceedings with other parties. The causes of potential future claims cannot be known, especially considering the complex activities and significant expenditures associated with mining activities, which may lead to various claims and may arise from, among other things, business activities, environmental laws, land use, royalty interest, contractor engagements, labor and employment matters, volatility in the stock price or alleged failures to comply with disclosure obligations. 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.

Removed

RISKS RELATED TO OUR COMMON STOCK

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Three Months Ended March 31, 2026”

New heading “Six Months Ended June 30, 2025”

New heading “Reconciliation of Costs Applicable to Sales for Previous 2026 Guidance”

Removed heading “Three Months Ended December 31, 2025”

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“Reconciliation of Costs Applicable to Sales for Previous 2026 Guidance”
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“•Record expected full-year production and financial results; adjustments to partial-year guidance ranges at new Canadian operations – Based on the mid-point of refined 2026 guidance ranges and updated metals price assumptions, the Company now expects to produce approximately 690,000 ounces of gold, 20 million ounces of silver, and 45 million pounds of copper and generate record full-year adjusted EBITDA of $2.3 billion and free cash flow of $1.5 billion. …”
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“Three Months Ended December 31, 2025”
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“Three Months Ended March 31, 2026”
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“•Strong financial position and growing liquidity resulting in updated financial policy – Cash and cash equivalents of $843 million represented an increase of 52% compared to the prior quarter and a near eleven-fold increase compared to the prior-year period. On March 23, 2026, Coeur announced an expanded $750 million share repurchase program and the establishment of an inaugural dividend policy of $0.02 per share of Coeur common stock paid semiannually, with the first dividend expected to be paid during the second quarter of 2026. …”
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“Six Months Ended June 30, 2025”
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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 Rainy River, New Afton,Afton and Wharf. Revenue from secondary metal, such as silver at Rainy River, New Afton,Afton and Wharf, is treated as a cost credit.

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FirstSecond Quarter Highlights

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For the quarter, Coeur reported revenue of $856$1 millionbillion and cash provided by operating activities of $341$513 million, driven by the first full quarter of contributions from New Afton and Rainy River. We reported GAAP net income of $122 million, or $0.12 per diluted share. On a non-GAAP adjusted basis, the Company reported EBITDA of $478 million and net income of $123 million or $0.12 per diluted share. For the six months ended June 30, 2026, Coeur reported revenue of $2 billion and cash provided by operating activities of $854 million. We reported GAAP net income of $247$369 million, or $0.35$0.42 per diluted share. On a non-GAAP adjusted basis1,basis, the Company reported EBITDA of $475$953 million and net income of $254$376 million or $0.36$0.43 per diluted share.

Added

•Record financial results despite lower realized prices – Record revenue of $1.1 billion increased 27% quarter over quarter and 126% year over year, record adjusted EBITDA of $478 million was slightly higher quarter over quarter and increased 124% year over year, and free cash flow of $388 million increased 45% quarter over quarter and 165% year over year. Average realized gold and silver prices declined 6% and 14% quarter over quarter, respectively, to $4,140 per gold ounce and $71.18 per silver ounce. Average realized prices in June were the lowest of the year at $3,823 per gold ounce and $62.84 per silver ounce. Silver contributed 30% of the Company’s revenue in the quarter

Added

•Solid production balanced across portfolio, including record gold output – Quarterly gold production reached a record 163,490 ounces, representing a 51% increase year over year and 69% increase quarter over quarter, reflecting the first full quarter of contributions from the recently-acquired New Afton and Rainy River operations and a near doubling of Wharf’s gold production from the prior quarter. Quarterly silver production of 4.4 million ounces was flat quarter over quarter and down 7% year over year, partially driven by lower silver grades at Rochester and Palmarejo and offset by record crusher performance at Rochester

Added

•Growing liquidity and robust capital returns – Coeur’s $1.1 billion quarter-end cash balance was nearly ten times higher than the prior-year quarter-end and double the year-end 2025 cash balance. Since the commencement of the enhanced capital return program in mid-May, Coeur has repurchased $121 million of common stock, or 6.7 million shares, through July 31, and issued payment of an inaugural $0.02 per share semi-annual dividend in June. The Company also eliminated $39 million of capital leases in the quarter

Added

•Record expected full-year production and financial results; adjustments to partial-year guidance ranges at new Canadian operations – Based on the mid-point of refined 2026 guidance ranges and updated metals price assumptions, the Company now expects to produce approximately 690,000 ounces of gold, 20 million ounces of silver, and 45 million pounds of copper and generate record full-year adjusted EBITDA of $2.3 billion and free cash flow of $1.5 billion. Coeur’s five legacy operations remain on track to achieve their prior stated full-year guidance while partial-year guidance updates at the two new Canadian operations reflect slightly slower than previously assumed ramp-up rates at New Afton’s C-Zone and Rainy River’s underground operations in 2026

Removed

•Solid production and cost performance in line with 2026 guidance – Operating strength across the portfolio led to first quarter production of 96,503 ounces of gold and 4.4 million ounces of silver, representing year-over-year increases of 11% and 18%, respectively. Full-year 2026 production remains on-track to reach 680,000 - 815,000 ounces of gold, 18.7 - 21.9 million ounces of silver, and 50 - 65 million pounds of copper

Removed

•Record financial results – First quarter free cash flow totaled $267 million despite several first-quarter specific outflows totaling over $200 million. Quarterly adjusted EBITDA1 increased 12% versus the prior quarter and nearly quadrupled year-over-year to a record $475 million, driving the last-twelve-month total to nearly $1.4 billion. Average realized prices for gold and silver increased 15% and 53%, respectively, compared to the fourth quarter

Removed

•Strong financial position and growing liquidity resulting in updated financial policy – Cash and cash equivalents of $843 million represented an increase of 52% compared to the prior quarter and a near eleven-fold increase compared to the prior-year period. On March 23, 2026, Coeur announced an expanded $750 million share repurchase program and the establishment of an inaugural dividend policy of $0.02 per share of Coeur common stock paid semiannually, with the first dividend expected to be paid during the second quarter of 2026. The Company also entered into a new $1 billion revolving credit facility during the first quarter

Removed

•New Gold transaction completed; integration efforts advancing on schedule – During the eleven days of the first quarter following completion of the New Gold transaction on March 20, 2026, New Afton and Rainy River contributed production of 14,145 ounces of gold, 22,989 ounces of silver and 1.4 million pounds of copper. Ongoing organizational integration initiatives are progressing according to plan

Removed

•New Afton’s K-Zone maiden resource adds to Coeur’s pipeline of attractive growth projects – On March 23, 2026, Coeur filed updated technical reports for New Afton and Rainy River, which included an initial resource at New Afton’s K-Zone totaling 47.6 million tonnes of measured and indicated mineral resources, containing an estimated 715,000 ounces of gold, 2.9 million ounces of silver and 606 million pounds of copper. Inferred mineral resources totaled 5.9 million tonnes containing 86,000 ounces of gold, 309,000 ounces of silver, and 77 million pounds of copper

Removed

•Updated Rainy River technical report highlights mine life expansion – New life of mine plan reflects strong production and cash flow profile including a two-year mine life extension to 2035

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(1)See “Non-GAAP Financial Performance Measures”. Includes costs of $85$140 million, $3 million,million and $27$85 million for the three months ended June 30, 2026 and March 31, 2026, December 31, 2025respectively, and March$225 31,million and $57 million for the six months ended June 30, 2026 and 2025, respectively, related to the purchase price allocation (“PPA”) ascribed to Inventory at New Afton, Rainy River and Las Chispas.

Added

We sold 167,877 gold ounces, 4.5 million silver ounces, and 11.3 million copper pounds compared to 108,420 gold ounces, 4.4 million silver ounces, and 3.4 million copper pounds. Revenue increased by $229 million, or 27%, as a result of full-quarter sales from Rainy River and New Afton, a 2% increase in gold ounces sold from Coeur’s legacy mines, and a 10% increase in average realized copper price, partially offset by a 1% decrease in silver sales from Coeur’s legacy mines and 6% and 14% decreases in average realized gold and silver prices, respectively. The increase in gold ounces sold was the result of higher mill throughput at Las Chispas and Kensington, higher placement rates at Wharf, and full-quarter sales at Rainy River and New Afton. This was partially offset by lower grades at Palmarejo, and sequencing and timing of grade delivered to pad at Rochester. The slight increase in silver ounces sold was the result of full-quarter sales at Rainy River and New Afton, partially offset by lower grades at Palmarejo, and sequencing and timing of grade delivered to pad at Rochester. Gold, silver, and copper represented 64%, 30%, and 6% of second quarter 2026 sales revenue, respectively, compared to 56%, 42%, and 2% of first quarter 2026 sales revenue, respectively.

Removed

We sold 108,420 gold ounces, 4.4 million silver ounces, and 3.4 million copper pounds, compared to 111,273 gold ounces, 4.6 million silver ounces and zero copper pounds. Revenue increased by $181 million, or 27%, as a result of 15% and 53% increases in average realized gold and silver prices, respectively, and sales of 3.4 million copper pounds from acquired inventory at New Afton, partially offset by a 3% and 5% decrease in gold and silver ounces sold, respectively. The decrease in gold ounces sold was the result of temporarily-reduced crushing capacity at Wharf, lower mill throughput at Kensington and Palmarejo, lower grades at Rochester and Kensington, and lower placement rates at Rochester. This was partially offset by post-acquisition sales at Rainy River and New Afton. The decrease in silver ounces sold was the result of lower mill throughput at Palmarejo, and lower placement rates at Rochester, partially offset by higher mill throughput and recoveries at Las Chispas. Gold, silver, and copper represented 56%, 42%, and 2% of first quarter 2026 sales revenue, respectively, compared to 63%, 37%, and nil of fourth quarter 2025 sales revenue, respectively.

Reworded

Costs applicable to sales increased $114$220 million, or 53%,67%, primarily driven by post-acquisitionfull-quarter sales at Rainy River and New Afton as well as the impact of the purchase price allocation (“PPA”) ascribed to Inventory of $85$140 million compared to $3$85 million in the fourthfirst quarter of 2025, partially offset by lower gold ounces sold at Wharf.2026. For a complete discussion of costs applicable to sales, see Results of Operations below.

Reworded

Amortization increased $26$156 million, or 36%,156%, as a result of post-acquisitionfull-quarter sales at Rainy River and New Afton, and higher gold and silver ounces sold at Las Chispas,Chispas and Wharf, partially offset by lower gold and silver ounces sold at Palmarejo, Rochester, Kensington and Wharf.Kensington.

Reworded

General and administrative expenses increased $6$1 million, or 42%,5%, primarily due to higher outside service and travel costs, partially offset by lower stock-based compensation and annual incentive costs.

Reworded

Exploration expense increased $7$8 million, or 39%,33%, primarily due to plannedfull-quarter of exploration activity at Rainy River and New Afton, and increased drilling activity at LasWharf, Chispas, KensingtonKensington, and Wharf.Rochester.

Reworded

Pre-development, reclamation, and other expenses increaseddecreased $6$23 million, or 25%,78%, as a result of higherlower transaction and integration costs associated with the acquisition of New Gold.Gold in the first quarter and the receipt of property damage insurance proceeds related to the fire incident at Wharf.

Reworded

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

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The Company incurred $2$0.3 million of debt extinguishment costs following the terminationprepayment of the $400$39 million revolvingof creditRochester facilityfinance and its replacement with a new $1.0 billion revolving credit facility.leases.

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Interest expense (net of capitalized interest) wasincreased unchangedto at $6$11 million asattributable to the higher interest onpaid under the $400New millionGold of2032 debtSenior Notes assumed fromin the New Gold Transaction wasand 2032 Senior Notes, partially offset by lower interest paid on finance leases. The new $1.0 billion RCF had no outstanding amount drawn as of MarchJune 31,30, 2026.

Reworded

Other, net increased to a gain of $8$10 million compared to $6$8 million as a result of higher interest income, partially offset by lower foreign exchange rate gains.

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Income and mining tax expense of approximately $102$93 million resulted in an effective tax rate of 29.2%43.3% for the three months ended MarchJune 31,30, 2026. This compares to income tax expense of $113$102 million for an effective tax rate of 34.4%29.2% for the three months ended DecemberMarch 31, 2025.2026. 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) foreign exchange rates; (iii) variations in our income before income taxes; (ivii) geographic distribution of that income; (viii) theforeign impactexchange of uncertain tax positionsrates; (vi) mining taxes; (viiiv) excess of tax benefits from share-based compensation; (v) mining taxes; (vi) the impact of uncertain tax positions; (vii) percentage depletion and (viii) percentageU.S. depletion.valuation allowance release. Fluctuations in foreign exchange rates on deferred tax balances increased income and mining tax expense by $10 million and decreased income and mining tax expense by $2 million and increased income and mining tax expense by $6 million for the three months ended MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, 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 purchase price accounting. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

Reworded

The Company has historically provided a valuation allowance against a portion of its U.S. net deferred tax assets. InDuring the firstthree quarterand ofsix months ended June 30, 2026, the Company released $1nil millionand $1.0 million, respectively, of valuation allowance against its U.S. net deferred tax assets,assets resulting in a non-cash deferred tax benefit. The $1$1.0 million valuation allowance releasereleased is 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.

Reworded

The Company continues to maintain a valuation allowance against approximately $56 million of U.S. federal and state deferred tax assets as of MarchJune 31,30, 2026,2026 because the Company has concluded it is not more likely than not to be realized.

Reworded

Net income was $122 million, or $0.12 per diluted share, compared to $247 million, or $0.35 per diluted share, compared to $215 million, or $0.33 per diluted share. The increasedecrease in net income wasresulted driven byfrom a 15%1% decrease in silver sales from Coeur’s legacy mines and 53%a increase6% and 14% decrease in average realized gold and silver prices, respectively, and post-acquisition sales at Rainy River and New Afton. This was partially offset by a 3% and 5% decrease in gold and silver ounces sold, respectively, post-acquisition costs applicable to sales at Rainy River and New Afton, and higher generalexploration and administrativeinterest expense. This was partially offset by full-quarter sales from Rainy River and explorationNew costs,Afton and highera 2% increase in gold ounces sold from Coeur’s legacy mines, and lower income and mining taxes. Adjusted net income was $253$123 million, or $0.36$0.12 per diluted share, compared to $227$253 million, or $0.35$0.36 per diluted share (see “Non-GAAP Financial Performance Measures”).

Removed

We sold 108,420 gold ounces, 4.4 million silver ounces, and 3.4 million copper pounds, compared to 89,316 gold ounces, 3.9 million silver ounces and zero copper pounds. Revenue increased by $496 million, or 138%, as a result of 21% and 12% increases in gold and silver ounces sold, respectively, sales of 3.4 million copper pounds from acquired inventory at New Afton, and a 66% and 159% increase in average realized gold and silver prices, respectively.

Reworded

The Company sold 276,297 gold ounces, 8.9 million silver ounces, and 14.7 million copper pounds compared to 196,264 gold ounces, 8.6 million silver ounces, and zero copper pounds. Revenue increased by $1,101 million, or 131%, as a result of post-acquisition sales at Rainy River and New Afton, a 1% increase in silver ounces sold from Coeur’s legacy mines, and a 49% and 133% increase in average realized gold and silver prices, respectively. This was partially offset by a 14% decrease in gold ounces sold from Coeur’s legacy mines. The increase in gold ounces sold was primarily due to full-quarterfull-year sales at Las Chispas and post-acquisition sales at Rainy River and New Afton, partially offset by lower mill throughput at KensingtonPalmarejo and temporarily-reducedKensington, lower grades at Palmarejo, Rochester, and Kensington, and temporarily reduced crushing capacity at Wharf. The increase in silver ounces sold resulted from full-quarter sales at Las Chispas, higher placement rates at Rochester, partially offset by lower mill throughput at Palmarejo, and grades at Palmarejo and Rochester. Gold, silver and copper represented 56%,60%, 42%35% and 2%5% of sales2026 revenue during the first quarter of 2026,sales, respectively, compared to 65%,66%, 35%34% and nil during the first quarter of 2025,2025 sales, respectively.

Reworded

Costs applicable to sales increased $126$446 million, or 62%,103%, primarily due to the post-acquisition sales at Rainy River and New Afton, full-quarterfull-year sales at Las Chispas and higher operating costs at Palmarejo, Rochester and Kensington, partially offset by lower gold ounces sold Wharf. Cost applicable to sales includes the impact of the PPA ascribed to Inventory of $85$225 million compared to $27$57 million during the first quarter of 2025. For a complete discussion of costs applicable to sales, see Results of Operations below.

Reworded

Amortization increased $57$251 million, or 132%,240%, as a result of post-acquisition sales at Rainy River and New Afton, full-quarterfull-year sales at Las Chispas, partially offset by lower gold ounces sold at PalmarejoPalmarejo, Kensington and Wharf.

Reworded

General and administrative expenses increased $8$17 million, or 56%,63%, primarily due to higher stock-based compensation, annual incentive,incentive compensation, outside service,services, and audit fees.

Reworded

Exploration expense increased $6$17 million, or 31%,39%, driven by planned higher resource expansion drilling activity at all locations, and full-quarterfull-year exploration expense at Las Chispas.Chispas, and post-acquisition exploration expense at Rainy River and New Afton.

Reworded

Pre-development, reclamation, and other expenses increased $13$6 million, or 76%,21%, primarily due to higher transaction and integration costs related to the acquisitionNew Gold Transaction, partially offset by the receipt of Newproperty Gold.damage insurance proceeds related to the fire incident at Wharf.

Reworded

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

Reworded

The Company incurred $2 million of debt extinguishment costs following the termination of the $400 million revolving credit facility and its replacement with the new $1.0 billion revolvingRCF, creditand facility.prepayment of $39 million of Rochester finance leases.

Reworded

Interest expense (net of capitalized interest) decreased to $6$17 million from $10$19 million due to lower interest paid under the RCF driven by lower average debt levels and lower interest rate,paid under finance leases, partially offset by higher interest paid under financethe leaseNew obligationsGold driven2032 bySenior newNotes finance leasesassumed in the secondNew halfGold ofTransaction 2025.and 2032 Senior Notes. The new $1.0 billion RCF had no outstanding amount drawn as of MarchJune 31,30, 2026.

Reworded

Other, net increased to a gain of $8$17 million compared to $0.4$1.9 million as a result of higher interest income.income and foreign exchange rate gains.

Reworded

Income and mining tax expense of approximately $102$195 million resulted in an effective tax rate of 29.2%34.6% for the firstsix quartermonths ofended June 30, 2026. This compares to income tax expense of $18$81 million for an effective tax rate of 35.6%43.8% for the firstsix quartermonths ofended June 30, 2025. 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) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) mining taxes; (iv) percentage depletion; (v) foreign exchange rates; (vi) excess of tax benefits from share-based compensation; (vi) foreign exchange rates; (vii) U.S. valuation allowance release; and (viii) the impact of uncertain tax positions.positions and (viii) U.S. valuation allowance release. Fluctuations in foreign exchange rates on deferred tax balances decreasedincreased income and mining tax expense by $2$9 million and $0.2$28 million for the threesix months ended MarchJune 31,30, 2026 and 2025, 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 purchase price accounting. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

Reworded

The Company has historically provided a valuation allowance against a portion its U.S. net deferred tax assets. InDuring the firstthree quarterand ofsix months ended June 30, 2026, the Company released $1nil millionand $1.0 million, respectively, of valuation allowance against its U.S. net deferred tax assets,assets resulting in a non-cash deferred tax benefit. The $1 million valuation allowance releasereleased is 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.

Reworded

The Company continues to maintain a valuation allowance against approximately $56 million of U.S. federal and state deferred tax assets as of MarchJune 31,30, 2026, because the Company has concluded it is not more likely than not to be realized.

Reworded

Net income was $247$369 million, or $0.35$0.42 per diluted share, compared to $33$104 million, or $0.06$0.18 per diluted share. The increase in net income was driven by a 21% and 12%1% increase in gold and silver ounces sold,sold respectively,from whichCoeur’s includeslegacy mines, post-acquisition sales at Rainy River and New AftonAfton, a 49% and full-quarter sales at Las Chispas, a 66% and 159%133% increase in average realized gold and silver prices, respectively, and lowerfull-quarter interestsales expenseat Las Chispas. This was partially offset by post-acquisition costs applicable to sales at Rainy River and New Afton, higher general and administrative, exploration, transaction and Transactionintegration costs.costs, and mining and income tax expense. Adjusted net income was $253$376 million, or $0.36$0.43 per diluted share, compared to $40$143 million, or $0.08$0.25 per diluted share (see “Non-GAAP Financial Performance Measures”).

Added

The Company has refined its full-year 2026 guidance for production, CAS, capital expenditures, amortization, and income and mining tax to reflect lower assumed metals prices in the second half of 2026 and to incorporate post-acquisition adjustments following the initial full quarter of ownership by Coeur of Rainy River and New Afton.

Added

Updated production and CAS guidance for the nine months of ownership of Rainy River and New Afton in 2026 reflects slightly slower assumed ramp-up rates at Rainy River’s underground operations and New Afton’s C-Zone. Full-year production and CAS guidance for Coeur’s five legacy operations remain unchanged.

Reworded

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

Added

Capital expenditure guidance increased to $520 - $605 million (previously $437 - $526 million), primarily reflecting the inclusion of approximately $45 million of capitalized stripping costs (previously categorized as expensed) and $25 million of expenditures related to underground development, equipment and infrastructure at Rainy River. The updated capital expenditure guidance also included the addition of approximately $15 million of development capital at Silvertip to support further project study work.

Added

Based on lower assumed metal prices, the Company reduced full-year 2026 cash income and mining tax guidance to $350 - $450 million (previously $475 - $600 million).

Added

Based on the preliminary purchase price allocation for mineral properties, the Company reduced full-year 2026 amortization to $1.1 - $1.2 billion (previously $1.2 - $1.4 billion).

Removed

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 (New Afton, Las Chispas, Palmarejo, and Rochester), costs are allocated to gold, silver, and copper based on their relative revenue contribution. Given the higher expected contribution of silver to total revenue due to the outperformance of silver’s price 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.

Reworded

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

Reworded

Note: The Company’s previous guidance figures assumeassumed estimated prices of $4,550/oz gold, $77.50/oz silver, and $5.00/lb copper, as well as CAD of 1.38 and MXN of 18.00. The Company’s updated guidance figures assume estimated prices of $4,000/oz gold, $60.00/oz silver, and $6.00/lb copper, 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.

Reworded

(1)See Non-GAAP Financial Performance Measures. Includes the impact of $2,560 and $3.10 on costs applicable to sales per gold ounce and copper pound sold, respectively, attributable to PPA ascribed to Inventory of $20 million in the first quarter of 2026, and $531 and $0.73 on costs applicable to sales per gold ounce and copper pound sold, respectively, attributable to PPA ascribed to Inventory of $20 million in the six months ended June 30, 2026. The impact on costs applicable to sales per gold ounce and copper pound sold, respectively, attributable to PPA in the second quarter of 2026 was not significant.

Reworded

NewGold Aftonand resultscopper representproduction elevenincreased 776% and 761%, respectively, reflecting the first full quarter of operations under Coeur’s ownership, as the prior quarter represented only 11 days of post-acquisition activity subsequent to the acquisition of New Gold on March 20, 2026.2026, and higher gold and copper grades. Metal sales were $133 million, or 12% of Coeur’s metal sales, compared with $38 million, or 4% of Coeur’s metal sales. Revenue increased by $96 million, or 253%, of which $95 million was due to higher volume of gold and copper production and $1 million was due to higher average realized copper prices, partially offset by lower average realized gold prices. Costs applicable to sales per gold ounce and copper pound sold includesin the first quarter of 2026 included $2,560 and $3.10, respectively, of costs related to the expensing of $20 million of PPA that was ascribed to Inventory. The second quarter PPA impact was not significant. Amortization totaled $14$106 million. Capital expenditures were not$12 significant.million.

Added

New Afton results represent post-acquisition activity subsequent to the acquisition of New Gold on March 20, 2026. Metal sales were $171 million, or 9% of Coeur’s metal sales. Costs applicable to sales per gold ounce and copper pound sold includes $531 and $0.73, respectively, of costs related to the expensing of $20 million of PPA that was ascribed to Inventory. Amortization totaled $121 million. Capital expenditures were $12 million.

Reworded

(1)See Non-GAAP Financial Performance Measures. Includes the impact of $3,026$2,036, $3,026, and $2,270 on costs applicable to sales per gold ounce sold, attributable to PPA ascribed to Inventory of $141 million, $65 million, and $205 million in the second quarter, first quarter ofand 2026.six months ended June 30, 2026, respectively.

Reworded

RainyGold Riverand resultssilver representproduction elevenincreased 413% and 561%, respectively, reflecting the first full quarter of operations under Coeur’s ownership, as the prior quarter represented only 11 days of post-acquisition activity subsequent to the acquisition of New Gold on March 20, 2026.2026, and higher gold grades. Metal sales were $305 million, or 28% of Coeur’s metal sales, compared with $96 million, or 11% of Coeur’s metal sales. Revenue increased by $208 million, or 216%, of which $211 million was due to higher volume of gold and silver production, partially offset by $3 million due to lower average realized gold and silver prices. Costs applicable to sales per gold ounce sold includesfor $3,026second and first quarter of 2026 include $2,036 and $3,026, respectively, of costs related to the expensing of $141 million and $65 millionmillion, respectively, of PPA that was ascribed to Inventory. Amortization totaled $17$79 million. Capital expenditures were $6$57 million.

Added

Rainy River results represent post-acquisition activity subsequent to the acquisition of New Gold on March 20, 2026. Metal sales were $401 million, or 21% of Coeur’s metal sales. Costs applicable to sales per gold ounce sold include $2,270 of costs related to the expensing of $205 million of PPA that was ascribed to Inventory. Amortization totaled $96 million. Capital expenditures were $64 million.

Reworded

(1)See Non-GAAP Financial Performance Measures. Includes the impact of $1,351$1,106 and $15.22$11.80 on costs applicable to sales per gold and silver ounce sold, respectively, attributable to PPA ascribed to Inventory of $27.0$57 million in the firstsix quartermonths ofended June 30, 2025. Includes the impact of $101 and $1.33 on costs applicable to sales per gold and silver ounce sold, respectively, attributable to PPA ascribed to Inventory of $3 million in the fourth quarter of 2025.

Showing the first 60 of 114 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

CDE insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 635 shares, about $10.8K) and open-market sales in 5 filings (4 insiders, 3 trade dates, 90,000 shares, about $1.8M; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -89,365 (purchases minus sales); net value about -$1.8M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-08Nault Casey M.
EVP, GC & Secretary
Open-market sale
10b5-1 plan
10,000$21.06 $210.6K530,086 SEC
2026-08-19Thompson J Kenneth
Director
Open-market sale 25,000$20.77 $519.2K257,333 SEC
2026-08-19Nault Casey M.
EVP, GC & Secretary
Open-market sale
10b5-1 plan
10,000$20.00 $200.0K540,086 SEC
2026-08-19Whelan Thomas S
EVP & CFO
Open-market sale 6,000$20.87 $125.2K0 SEC
2026-06-12Mcgrath Aoife
EVP, Exploration
Open-market purchase 635$16.95 $10.8K184,653 SEC
2026-06-01Watkinson Kenneth J
VP, Corporate Controller & CAO
Open-market sale 39,000$18.60 $725.4K77,204 SEC

Well-known investors holding CDE (13F)

None of the 59 investors we track reported a position in their latest 13F.

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