What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-23 compared with 2025-02-27 · 76 added, 50 removed, 114 unchanged (53% of the section changed)

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Holders of Record

As of February 27, 2025, we had approximately 96 holders of record of our common stock.

As of February 20, 2026, we had approximat ely 85 holder s of record of our common stock.

This number does not include beneficial owners whose shares were held in street name.

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We made no purchases of our equity securities during the fourth quarter of the year ended December 31, 2025.

Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S.

The following is a summary of certain material United States federal income tax and estate tax consequences to a non-U.S.

holder (as defined below) relating to the ownership and disposition of our common stock, but does not purport to be a complete analysis of all the potential tax considerations relating thereto.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), and administrative rulings and judicial decisions, all as in effect on the date hereof.

These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

We have not sought any legal opinion from legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift and estate tax laws, except to the limited extent below.

Certain United States Federal Income Tax Consequences to Non-U.S.

The following is a summary of certain material United States federal income tax consequences to a non-U.S.

holder (as defined below) relating to and arising from the ownership and disposition of our common stock.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all the potential tax considerations that may apply to a non-U.S.

holder arising from or relating to the ownership or disposition of our common stock.

In addition, this summary does not take into account the individual facts and circumstances of any particular non-U.S.

holder that may affect the U.S.

federal income tax consequences relevant to such non-U.S.

holder, including, without limitation, specific tax consequences applicable to a non-U.S.

holder under an applicable income tax treaty.

Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S.

federal income tax advice with respect to any particular non-U.S.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift tax or estate tax laws.

This summary also does not address all aspects of U.S.

federal income taxation, such as the U.S.

alternative minimum income tax and the additional tax on net investment income.

Except as provided below, this summary does not address tax reporting requirements.

In addition, this discussion does not address tax considerations applicable to a non-U.S.

alternative minimum tax or the additional tax on net investment income.

In addition, except as specifically discussed below, this summary does not discuss applicable income tax reporting requirements.

Each prospective non-U.S.

holder should consult its own tax advisors regarding the U.S.

federal, U.S.

state and local, and non-U.S.

tax consequences arising from and relating to the acquisition, ownership and disposition of our common stock.

We have not sought any legal opinion from U.S.

legal counsel or ruling from the Internal Revenue Service (“IRS”) with respect to the statements made in the following summary, and there can be no assurance that the IRS will agree with such statements.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (whether final, temporary or proposed) promulgated thereunder (“Treasury Regulations”), published rulings of the IRS, published administrative positions of the IRS, and U.S.

judicial decisions, all as in effect on the date hereof.

These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

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This summary does not address the tax consequences applicable to a non-U.S.

holder’s particular circumstances or to non-U.S.

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• banks, insurance companies or other financial institutions;

• persons subject to special tax accounting rules;

• persons subject to special tax accounting rules in respect of our common stock;

• tax-exempt organizations, tax-qualified retirement plans, and pension plans;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid United States federal income tax and, in each case, shareholders thereof;

• partnerships or other entities treated as pass-through entities for United States federal income tax purposes;

• partnerships or other entities treated as pass-through entities (and investors therein) for United States federal income tax purposes;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons who acquire our common stock pursuant to the exercise of employee stock options or otherwise as compensation for their services;

• persons who acquire our common stock pursuant to the exercise or cancellation of employee stock options or otherwise as compensation for their services;

• persons that own, or are deemed to own, more than five percent (by voting power or value) of our common stock, except to the extent specifically set forth below;

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expatriates, former citizens or long-term residents of the United States;

• persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction;

• persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction;

• corporations organized outside the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S.

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Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the United States federal income tax consequences to them of the acquisition, ownership, and disposition of our common stock.

Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under other United States federal tax rules or under the laws of any state, local, non-U.S.

Prospective investors should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the acquisition, ownership and disposition of our common stock arising under other United States federal tax rules, under the laws of any state, local, non-U.S.

or other taxing jurisdiction or under any applicable tax treaty.

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• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state or political subdivision thereof, or the District of Columbia;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any state or political subdivision thereof, or the District of Columbia;

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• a partnership (or other entity treated as a partnership for United States federal income tax purposes);

• an estate whose income is subject to United States federal income tax regardless of its source;

• a trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a United States person.

• an estate the income of which is subject to United States federal income tax regardless of its source;

Distributions

We have not paid and we do not anticipate declaring or paying dividends in the foreseeable future to holders of our common stock.

However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).

However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution (including any constructive distribution) will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).

If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces the non-U.S.

holder’s adjusted basis in such holder’s common stock, but not below zero.

Any excess will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Disposition of Our Common Stock,” below.

holder’s adjusted tax basis in such holder’s common stock, but not below zero.

Any excess thereafter will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Taxable Disposition of Our Common Stock,” below.

Subject to the discussion below regarding effectively connected income, FATCA (as defined below) and backup withholding, distributions treated as dividends on our common stock held by a non-U.S.

holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and

holder has provided the documentation required to claim benefits under such treaty.

holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and the non-U.S.

holder has provided the documentation required to claim benefits under such income tax treaty.

Generally, to claim the benefits of an income tax treaty, a non-U.S.

holder will be required to provide a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms.

holder will be required to provide a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms.

In the case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S.

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federal income tax on the distribution as permitted by Treasury Regulations.

As discussed under “- Sale, Exchange or Other Disposition of Our Common Stock ” below, we believe we are a “United States real property holding corporation” (“USRPHC”) for United States federal income tax purposes.

If we are a USRPHC and we do not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding.

As discussed under “- Sale, Exchange or Other Taxable Disposition of Our Common Stock” below, we believe we are a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897(c)(2).

If we are a USRPHC and the Regularly Traded Exception (as defined below) is not satisfied, distributions which constitute a return of capital or gain will be subject to withholding tax at a rate of 15% unless a withholding certificate is obtained from the IRS to reduce or eliminate such withholding.

If a non-U.S.

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holder that is eligible for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund together with the required information with the IRS.

Sale, Exchange or Other Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and FATCA (as defined below), a non-U.S.

holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other disposition of our common stock unless:

Sale, Exchange or Other Taxable Disposition of Our Common Stock

Subject to the discussion below regarding FATCA and backup withholding, a non-U.S.

holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other taxable disposition of our common stock unless:

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• such non-U.S.

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Because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, it is possible we may (or may not) remain a USRPHC in the future.

As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non-

holder disposes of our stock, the non-U.S.

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holder has, actually or constructively, owned more than 5% of our outstanding common stock at any time during the shorter of the five-year period ending on the date of the disposition of such common stock or the non-U.S.

holder’s holding period for such common stock.

holder’s holding period for such common stock (a “5% Shareholder”).

We believe that our common stock currently is regularly traded on an established securities market.

However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future.

If gain on the sale or other taxable disposition of shares of our common stock by a non-U.S.

If gain on the sale or other taxable disposition of our common stock by a non-U.S.

holder is subject to United States federal income taxation by reason of such stock being treated as a USRPI, such non-U.S.

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holder and would be required to file a United States federal income tax return for the taxable year in which such gain was recognized.

In addition, the purchaser of our shares of common stock from a non-U.S.

In addition, the purchaser of such common stock from a non-U.S.

holder generally would be required to withhold and remit to the IRS 15% of the purchase price paid to such non-U.S.

holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies.

Federal Estate Tax

Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for United States federal estate tax purposes) at the time of death generally will be includable in the decedent’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S.

financial institutions and certain other non-U.S.

Specifically, a 30% withholding tax may be imposed on dividends paid to a non-U.S.

holder on, or subject to the proposed Treasury Regulations discussed below, gross proceeds from the disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.

holder unless, at the time of such sale or other disposition, our common stock is regularly traded on an established securities market (as discussed above) or another exception to such withholding applies.

The determination of whether a non-U.S.

holder is a 5% Shareholder and the potential application of the Regularly Traded Exception is complex and subject to uncertainty.

holders should consult with their own tax advisors regarding such determinations and the consequences of these rules on their investment.

Provisions of the Code (commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) generally impose a 30% withholding tax on dividends (including constructive dividends) on, and gross proceeds from the sale or other disposition of, our common stock paid if to or through a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign entity is a foreign financial institution and undertakes certain due diligence, reporting, withholding and certification obligations, (ii) the foreign entity is a non-financial foreign entity and either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity is otherwise excepted under FATCA.

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accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.

holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA.

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intermediary that is not FATCA compliant, even where the non-U.S.

holder satisfies the holders’s own FATCA obligations.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and subject to proposed Treasury Regulations described below, to payments of gross proceeds from the sale or other disposition of such stock.

holder satisfies the holder’s own FATCA obligations.

The United States Department of Treasury has released proposed Treasury Regulations (the preamble to which specifies that taxpayers may rely on them pending finalization) which would eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of our common stock.

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Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements.

If withholding under FATCA is required on any payment related to our common stock, investors not otherwise subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment may be required to seek a refund or credit from the IRS, and may be required to file a U.S.

federal income tax return to claim such refunds or credits.

holders should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock, including the applicability of any intergovernmental agreements.

Backup Withholding and Information Reporting

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The preceding summary is for informational purposes only and is not tax advice.

Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-United States tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change.

Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-U.S.

tax consequences of acquisition, ownership and disposition of our common stock, including the consequences of any proposed changes in applicable laws.

Stock Performance Graph

The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2024 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Global Base Metals Index, assuming the reinvestment of dividends.

The following graph shows the changes in value over the period beginning June 30, 2022 and ending December 31, 2025 of an assumed $100 investment in our common stock, S&P 500 Index and the S&P/TSX Equal Weight Global Base Metals Index, assuming the reinvestment of dividends.

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6/30/2022 12/31/2022 12/31/2023 12/31/2024 12/31/2025

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$139.66 $115.86 $86.78 $183.68

S&P/TSX Global Base Metals Index $100.00 $98.20 $99.27 $93.83

S&P/TSX Equal Weight Global Base Metals Index (2)

$100.00 $111.63 $115.57 $100.41 $191.32

S&P 500 Index $100.00 $102.31 $129.20 $161.53 $190.41

(1) Based on the closing price of Ivanhoe common stock on June 30th, 2022 which was the closing date of our initial public offering.

(2) Amounts are converted from CAD to USD using the rate from Bank of Canada at each period end.

The stock performance graph above shall not be deemed to be “soliciting material” or to be “filed” with SEC or subject to the liabilities of Section 18 under the Exchange Act.

In addition, it shall not be deemed incorporated by reference by any statement that incorporates this Annual Report by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity