Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
As of the end of the period covered by this Annual Report, an evaluation was carried out under the supervision of and with the participation of our management, including the principal executive officer and the principal financial officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and the principal financial officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Internal control over financial reporting
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed our internal control over financial reporting as of December 31, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) . Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, due to material weaknesses in the design, documentation, and monitoring of our internal control over financial reporting, the absence of proper segregation of duties, and the potential for management override of internal controls.
The Company’s limited staff has made it difficult to have an effective design, documentation, and monitoring of its internal control over financial reporting and proper segregation of duties. Due to the significance of potential misstatement that could result due to the deficient controls and the absence of sufficient mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.
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Management’s Remediation Initiatives
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.
Management of the Company believes that these material weaknesses are more so due to the small size of the Company’s accounting staff. To continue to address this matter, in 2025, the Company hired employees to lead Sarbanes-Oxley compliance, SEC reporting, accounts payable, finance and accounting in Mexico, and information technology. In addition, the Company hired a third-party firm in 2025 to assist with the implementation of new accounting software and to assist with gaining compliance with Sarbanes-Oxley, all of which is expected to be completed in 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during our most recent quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other information.
N o n e .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance .
Executive Officers and Directors
The following sets forth certain information related to our executive officers and directors as of March 12, 2026:
Name
Age
Position
Gary C. Evans
68
Chairman and CEO (PEO)
Lloyd Joseph Bardswich
81
EVP, Chief Mining Engineer and Director
Richard R. Isaak
58
SVP and Chief Financial Officer (PFO)
John C. Gustavsen
77
President of Antimony Division
Jeffrey R. Fink
41
VP & General Manager of Bear River Zeolite Company
Melissa M. Pagen
50
President of Bear River Zeolite Company
Dr. Blaise Aguirre
61
Director
Joseph A. Carrabba
73
Director
Michael A. McManus
83
Director
General John M. Keane
83
Director
Jon R. Marinelli
57
Director
Business Experience of Executive Officers and Directors
Gary C. Evans – Chairman & CEO – Gary C. Evans joined the Board of Directors in November 2022. Mr. Evans became Chairman of our Board in July 2023 and served as Chairman and Co-CEO from March 2024 to November 2024. Mr. Evans currently serves as our Chairman and CEO since December 2024. He is a serial entrepreneur and transformational leader. The Company is headquartered in Dallas, Texas where Mr. Evans resides.
Mr. Evans is also the Chairman and Chief Executive Officer of Evergreen Sustainable Enterprises, Inc. a “green” publicly held bitcoin mining company that owns a hydroelectric dam located in Costa Rica that serves as the power source for bitcoin mining. The Company is capitalizing on the intersection of sustainable energy and Bitcoin mining. Mr. Evans began investing in certain Bitcoin companies in early 2021 and is now deeply involved in the sector.
Mr. Evans previously led Magnum Hunter Resources Corporation for seven years, a NYSE listed multibillion dollar public energy company specializing in unconventional resource plays predominately in the Appalachian Basin and the Eagle Ford. These assets are now part of Southwestern Energy Co. (NYSE: SWN). Mr. Evans was also founder and CEO of Eureka Hunter Holdings, LLC, a mid-stream gas gathering company transporting and managing over 1 BCF of daily natural gas volumes from wells producing in West Virginia and Ohio on approximately 200 miles of newly constructed pipeline during the similar seven-year period.
Additionally, Mr. Evans previously founded and served as the Chairman and Chief Executive Officer of Magnum Hunter Resources Inc. (MHRI), a NYSE listed company, for twenty years before selling MHRI to Cimarex Energy for approximately $2.2 billion in June 2005. These assets are now part of Coterra Energy, Inc. (NYSE: CTRA). Later that year, Mr. Evans formed Wind Hunter Energy, LLC, a renewable energy company which was subsequently acquired in December 2006 by GreenHunter Energy, Inc., an emerging water resource company focusing on oil field water management and clean water technologies active in the Marcellus and Utica resource plays in Appalachia. As founder, Mr. Evans has served as Chairman and Chief Executive Officer of GreenHunter Energy, Inc. from December 2006 until May 2016, upon the sale of its assets to a private equity fund.
Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that has exceeded $8 billion. Mr. Evans has previously served for 24 years, last serving as an independent director of Novavax Inc., a NASDAQ-listed (“NVAX”) vaccine biotechnology company that successfully reached commercialization of a critical Covid-19 Vaccine Nuvaxovid™ (also known as NVX-CoV2373), along with its Matrix-M™ adjuvant, a deployed malaria vaccine developed in collaboration with The University of Oxford. NVAX reached a market capitalization in excess of $20 billion during the pandemic. Mr. Evans previously also served as Chairman, CEO, and Lead Director of Novavax.
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Mr. Evans was recognized by Ernst and Young as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst & Young Entrepreneurs. Mr. Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO’s. Mr. Evans was chosen as the Best CEO in the “Large Company” category by Texas Top Producers in 2013. He additionally won the Deal Maker of the Year Award in 2013 by Finance Monthly.
Mr. Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University (“SMU”) and has historically lectured at SMU and currently speaks on the current affairs surrounding the antimony industry. Mr. Evans also periodically speaks at various industry conferences, on radio networks, podcasts, and national television programs.
Lloyd Joseph Bardswich – EVP, Chief Mining Engineer & Director - Lloyd Joseph Bardswich joined the Board of Directors in February 2021. Mr. Bardswich served as Co-CEO and director from March 2024 to November 2024. Mr. Bardswich currently serves as EVP, Chief Mining Engineer and director since December 2024. He has extensive experience in mining, mining engineering, management, drilling, metallurgy and plant design. He is a registered Professional Mining Engineer, can serve as a QP (Qualified Person) regarding reporting to NI43-101 standards and has worked as a Mine Safety Engineer, Mine Foreman, Mine Manager and Mining Consultant. Since July 15, 2015, he has served as President of L.J. Bardswich Mine Consultant Inc., a Montana S corporation which provides consulting services to the mining industry. He also served as a director of Northern Vertex Mining Corporation (TSXV-NEE) from 2010 to February 2021, when Northern Vertex Mining Corporation (TSXV - NEE) acquired Eclipse Gold Mining Corporation (EGLD - TSXV). Also, he serves as President and as a Director of Frisco Gold Corporation, an Arizona S corporation, since October 14, 2019 to the present.
Richard R. Isaak – SVP and Chief Financial Officer (PFO) – Richard R. Isaak has served as the Company’s SVP and Chief Financial Officer (PFO) since July 2023. Rick started his career at Ernst & Young as a CPA in the assurance and advisory business services area for 12 years with extensive experience with managing public company audits and SEC reporting primarily for large, multinational companies as well as with information technology audits related to companies in various industries and data centers. After Ernst & Young, Rick served in several senior leadership roles including CFO, Chief Accounting Officer, Controller, Treasurer, and Head of Investor Relations at four different companies over 20 years. In these senior level roles, Rick was very involved with strategic planning and execution and led large, company-wide transformational projects both domestically and internationally including projects in finance, operations, real estate, treasury, investor relations, and shared services.
John C. Gustavsen – President of Antimony Division - John C. Gustavsen has served as President of our Antimony Division since March 2024. He joined the Company in November 2011 as one of its Vice Presidents and, from June 2020 to March 2024, served as our Chief Executive Officer. He also served on our Board of Directors from August 2022 to August 2023. He graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased by Amspec Chemical Corporation), a major producer of antimony trioxide, where he became president and treasurer in 1983 and was promoted to CEO in 1990.
Jeffrey Fink – VP & General Manager of Bear River Zeolite Company – Jeffrey Fink has served as VP & General Manager of Bear River Zeolite Company since January 2024. He recently worked at Enviva Biomass as Regional Director of Operations, responsible for all aspects of manufacturing operations for three pellet manufacturing mills with about 300 employees. Prior to Enviva, Jeff was Vice President of Operations at US Minerals where he led all manufacturing operations at five plants located throughout the U.S. Accomplishments included reducing direct per ton production costs and closing unprofitable businesses. Jeff holds a degree in Mechanical Engineering (Magna Cum Laude) and a master’s in business administration, both from Virginia Tech University. He also holds several relevant industry licenses.
Melissa Pagen – President & COO of Bear River Zeolite Company – Melissa Pagen was named President of Bear River Zeolite Company in January 2026. Prior to that, she served as SVP, Corporate Development and Governmental Relations since May 2024 and also served the Company with consulting services from April 2023 through December 2023. Ms. Pagen built over twenty years of professional and executive experience in managerial and officer positions in several industries and in both the private and public sectors with a demonstrated history in consumer goods, business development, investor relations, and industrial technologies within both the energy sector and water treatment sector. From 2019 to 2024, Melissa worked as Senior Vice President of Corporate Development under the leadership of Gary C. Evans at Evergreen Sustainable Enterprises, Inc. where she managed all marketing and investor relations, developed data center projects across the U.S. through relationships with utilities and private landowners, and branded, trademarked, and launched two consumer goods product lines. Melissa holds a BA from the University of California, Los Angeles (summa cum laude) with an emphasis in writing.
Dr. Blaise Aguirre – Director – Dr. Blaise Aguirre, who joined the Board of Directors in August 2019, is an Assistant Professor of Psychiatry at Harvard Medical School and is the founding Medical Director of 3East at McLean Hospital in Belmont, Massachusetts.
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In 2011, Dr. Aguirre was elected to the Board of Directors at Investors Capital Holdings, Ltd, and remained on the board until it was sold to RCS Capital Corporation. In addition, Dr. Aguirre sits on the boards of various privately held companies. He has developed and maintained relationships with institutional money managers, venture capitalists, angel investors and has developed expertise as a small cap stock analyst as a broker with series 7 and 63 securities licenses. He received his Medical Doctor’s degree in 1989 from the University of Witwatersrand, Johannesburg, South Africa, and performed his residency at Boston University School of Medicine from 1991 to 1994.
Joseph A. Carrabba – Director – Joseph A. Carrabba joined the Board of Directors in February 2024. He is the Retired Chairman, President and Chief Executive Officer of Cliffs Natural Resources, Inc., formerly Cleveland-Cliffs, Inc., from May 2007 to November 2013. He also previously served as Cliffs President & CEO from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Prior to these executive positions, Mr. Carrabba previously served as President and Chief Operating Officer of Diavik Diamond Mines from 2003 to 2006. He serves or has previously served on the boards of several other NYSE listed companies including Newmont Mining and Timken Steel, as well as several TSX listed companies, AECON and NioCorp.
Michael A. McManus – Director – Michael A. McManus joined the Board of Directors in August 2023. He is a recognized leader and builder of enterprises with successes as a public company CEO, senior government experience, a lawyer, new product development leader, and has served as a board member of several companies. He served as a board member of Novavax, a biotechnology company committed to help address serious infectious diseases globally through the discovery, development, and delivery of innovative vaccines to patients around the world from 1998 to 2022. Mr. McManus has previously served as president, chief executive officer, and director at Misonix, Inc., a medical, scientific, and industrial provider of ultrasonic and air pollution systems, from 1998 to 2016. Prior to that tenure, he was president and chief executive officer at New York Bancorp Inc. from 1991 to 1998. From 1990 through November 1991, Mr. McManus was president and chief executive officer at Jamcor Pharmaceuticals Inc. Previously, Mr. McManus served as an Assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr. McManus received a BA in economics from the University of Notre Dame and a JD from the Georgetown University Law Center. He served in the US Army Infantry from 1968 through 1970. He is also a recipient of the Ellis Island Medal of Honor.
General John M. (“Jack”) Keane – Director – General Jack Keane is a foreign policy and national security authority who provides nationwide analysis and commentary in speeches, articles, congressional testimony and through several hundred television and radio interviews annually. He serves as an advisor to presidents, cabinet officials, members of congress, international leaders, CEOs and business leaders. He is the Chairman of the Institute for the Study of War, a member of the prestigious Secretary of Defense Policy Board, having advised four Defense Secretaries and a member of the 2018 and 2022 Congressional Commission on the National Defense Strategy.
General Keane, a four-star general, completed 37 years of public service in December 2003, culminating in his appointment as acting Chief of Staff and Vice Chief of Staff of the U.S. Army. As the chief operating officer of the Army for over 4 years, he directed 1.5 million soldiers and civilians in 120 countries, with an annual operating budget of $110 Billion. General Keane was in the Pentagon on 9/11 and provided oversight and support for the wars in Afghanistan and Iraq. General Keane is a career infantry paratrooper, a combat veteran of the Vietnam War decorated for valor, who spent much of his military life in operational commands, including command of the famed 101st Airborne Division (Air Assault) and the legendary 18th Airborne Corps, the Army’s largest warfighting organization. General Keane holds a bachelor’s degree from Fordham University and a master’s degree from Western Kentucky University. He is a graduate of the Army War College and the Army Command and General Staff College. Among his awards, General Keane was the first military leader to be honored with the Ronald Reagan Peace Through Strength Award and the prestigious Bradley Prize. In March of 2020, General Keane was presented with the Presidential Medal of Freedom at the White House. General Keane’s numerous military service medals and citations include two Defense and two Army Distinguished Service Medals, five Legions of Merit, the Silver Star, Bronze Star, three Vietnam Service medals, Combat Infantryman Badge, Master Parachutist Badge and Ranger Tab.
Jon R. Marinelli – Director – Jon R. Marinelli is a seasoned financial executive and investment professional with more than 25 years of experience in capital markets, M&A, and strategic advisory roles, and has an early-career background in technology. He is the Founder and currently Principal of 1042 Capital Partners, where he manages public and private investments. Previously, he spent over 15 years at BMO Capital Markets where he served as Group Head and Managing Director of U.S. Energy. Before that he held senior roles in Deutsche Bank’s Global Banking-Natural Resources Group, the successor to Bankers Trust. Over his career, Mr. Marinelli has advised on more than $285 billion in M&A, public and private equity, and debt transactions. He holds an MBA from Rice University and a BS from Miami University.
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Legal Proceedings
We are not aware of any involvement by our directors or executive officers during the past ten years in legal proceedings that are material to an evaluation of the ability or integrity of any director or executive officer.
Corporate Governance
Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and standing committees. We have a standing audit committee, compensation committee, nominating and corporate governance committee, and finance committee. The Board has determined that five of our seven directors, Blaise Aguirre, Joseph Carrabba, Michael McManus, General Jack Keane, and Jon Marinelli are “independent” within the meaning of applicable NYSE and SEC standards for service on the Board of an NYSE listed company. During the year ended December 31, 2025, the Board of Directors held eight meetings. In November 2025, the Board appointed Jon Marinelli, who has extensive experience in investment banking and capital markets, as an independent director. The Board subsequently approved the formation of a Finance Committee, which will be established in 2026, with Mr. Marinelli expected to serve as Chair.
Audit Committee
We have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the NYSE. The Audit Committee consists of Michael McManus, Blaise Aguirre, and Joseph Carrabba, each of whom is independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements of Section 303A of the NYSE Company Guide) and financially sophisticated (pursuant to the requirements of Section 303A.07 of the NYSE Company Guide). Mr. McManus satisfies the requirement of an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.
Our Audit Committee meets with our management and our external auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures, audit procedures, and audit plans. Our Audit Committee reviews our significant financial risks and is involved in the appointment of senior financial executives.
Our Audit Committee monitors our audit and the preparation of financial statements, and all financial disclosures contained in our SEC filings. Our Audit Committee appoints our external auditors, monitors their qualifications and independence, and determines the appropriate level of their remuneration. The external auditors report directly to the Audit Committee. Our Audit Committee can terminate our external auditors’ engagement and approve in advance any services provided by them that are not related to the audit.
During the fiscal year ended December 31, 2025, the Audit Committee met four times. A copy of the Audit Committee charter is available on our website at www.usantimony.com.
Compensation Committee
Our Compensation Committee is composed of the following directors, each of whom is independent (under Section 303A of the NYSE Company Guide): Joseph Carrabba, Blaise Aguirre, Jon R. Marinelli, and Michael McManus.
We have a Compensation Committee charter that complies with the requirements of the NYSE. Our Compensation Committee is responsible for considering and authorizing terms of employment and compensation of executive officers and providing advice on compensation structures in the various jurisdictions in which we operate. Our Chief Executive Officer may not be present during the voting determination or deliberations of his or her compensation; however, our Compensation Committee does consult with our Chief Executive Officer in determining and recommending the compensation of directors and other executive officers.
In addition, our Compensation Committee reviews both our overall salary objectives and significant modifications made to employee benefit plans, including those applicable to executive officers, and proposes stock awards, if any. The Compensation Committee has determined that the Company’s compensation policies and practices for its employees generally, not only with respect to executive officers, are not reasonably likely to encourage behavior that would create an abnormal amount of risk to the Company.
The Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation.
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During the fiscal year ended December 31, 2025, the Compensation Committee met seven times. A copy of the Compensation Committee charter is available on our website at www.usantimony.com.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of the following directors, each of whom is independent as determined under Section 303A of the NYSE Company Guide: Joseph Carrabba, Michael McManus, and Blaise Aguirre.
Our Nominating and Corporate Governance Committee is responsible for developing our approach to corporate governance issues. The Committee evaluates the qualifications of potential candidates for director positions and recommends to the Board nominees for election at the next annual meeting or any special meetings of shareholders, and any person to be considered to fill a Board vacancy resulting from death, disability, removal, resignation or an increase in Board size. The Committee’s charter describes the criteria the Board will assess in connection with the consideration of a candidate, including the candidate’s integrity, reputation, judgment, knowledge, independence, experience, accomplishments, commitment and skills, all in the context of an assessment of the perceived needs of the Board at that time.
The Nominating and Corporate Governance Committee considers diversity in the selection of nominees for directors as part of its overall selection strategy. In considering diversity of the Board as a criterion for selecting nominees, the Nominating and Corporate Governance Committee considers various factors and perspectives, including differences of viewpoint, professional experience, education, personal and professional skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin. The Nominating and Corporate Governance Committee seeks individuals with leadership experience in many contexts. The Nominating and Corporate Governance Committee believes that this conceptualization of diversity is the most effective means to implement Board diversity. The Nominating and Corporate Governance Committee will assess the effectiveness of this approach as part of its annual review of its charter.
The Committee will consider recommendations for director nominees made by shareholders and others if these individuals meet the criteria set forth in the Committee’s charter. For consideration by the Committee, the nominating shareholder or other person must provide the Corporate Secretary’s Office with information about the nominee, including a detailed background of the suggested candidate that will demonstrate how the individual meets our director nomination criteria. If a candidate proposed by a shareholder meets the criteria, the individual will be considered on the same basis as other candidates. No shareholder or shareholders holding 5% or more of our outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board.
During the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee met once. A copy of the Nominating and Corporate Governance Committee charter is available on our website at www.usantimony.com.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and the holders of 10% or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than 10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a) forms they have filed.
Based solely on our review of copies of Forms 3, 4 and 5 filed with the SEC during or relating to 2025 and written representations provided to the Company, the Company has determined that General Jack Keane and Jon R. Marinelli filed their Forms 3 late in an earlier fiscal period. The Company also determined that Gary C. Evans, Lloyd Joseph Bardswich, Jeffrey R. Fink, and Melissa M. Pagen, filed various Forms 4 late in an earlier fiscal period. All such delinquent reports were subsequently filed.
Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company’s directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions. A copy of the code is available on our corporate website, at https://www.usantimony.com. We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller on our corporate website. The information on any of our websites is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.
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Item 11. Executive Compensation.
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. We comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for the last two completed fiscal years for our principal executive officer during the year ended December 31, 2025, the two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2025 and whose total compensation for 2025 exceeded $100,000, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer as of December 31, 2025. These officers are referred to as our named executive officers.
In 2025, our “named executive officers” and their positions were as follows:
● Gary C. Evans, CEO and Chairman (PEO);
● Lloyd Joseph Bardswich, EVP, Chief Mining Engineer and Director; and,
● Richard R. Isaak, SVP, Chief Financial Officer (PFO).
Summary Compensation Table
The following table provides information related to compensation of our named executive officers:
Stock
Option
All Other
Name and Principal Position
Year
Salary
Bonus
Awards (1)
Awards (2)
Compensation
Total
Gary C. Evans, Chairman and CEO (3)
2025
$
314,769
$
330,000
$
2,295,000
$
2,092,500
$
6,219
$
5,038,488
2024
$
—
$
200,000
$
165,000
$
120,000
$
167,084
$
652,084
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director (4)
2025
$
150,000
$
200,000
$
550,800
$
627,750
$
2,827
$
1,531,377
2024
$
12,692
$
100,000
$
110,000
$
80,000
$
89,167
$
391,859
Richard R. Isaak, SVP, Chief Financial Officer (5)
2025
$
192,462
$
170,000
$
550,800
$
558,000
$
3,853
$
1,475,115
2024
$
174,635
$
150,000
$
44,000
$
64,000
$
—
$
432,635
(1)
The value represents the aggregate grant date fair value of Restricted Stock Units as computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information on the valuation assumptions used in calculating the grant-date fair value of the awards reported in this column, refer to Note 14, Stockholders’ Equity of the footnotes to the Company’s consolidated financial statements included in this 2025 Form 10-K.
(2)
The value represents the aggregate grant date fair value of stock options as computed in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information on the valuation assumptions used in calculating the grant-date fair value of the options reported in this column, refer to Note 14, Stockholders’ Equity of the footnotes to the Company’s consolidated financial statements included in this 2025 Form 10-K.
(3)
All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan. All other compensation in 2024 represents fees paid for board service.
(4)
All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan. All other compensation in 2024 represents fees paid for board service.
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(5)
All other compensation in 2025 represents the Company’s contribution to the employee 401(k) retirement plan.
Compensation for all executive officers, except for the CEO position, is recommended to the compensation committee of the Board by the CEO. The compensation committee makes a recommendation for the compensation of the CEO. The compensation committee has identified a peer group of companies to aid in reviewing the CEO’s compensation recommendations for executives, and for reviewing the compensation of the CEO. The full Board approves the compensation amounts recommended by the compensation committee. The material compensation components of named executive officers include salary, bonus, and equity awards.
The following table provides information related to outstanding equity awards of our named executive officers as of December 31, 2025:
Number of
Number of
Value of
Securities
Shares or
Shares or
Underlying
Units of
Units of
Unexercised
Option
Option
Stock that
Stock that
Options (#)
Exercise
Expiration
have not
have not
Name and Principal Position
unexercisable
Price ($)
Date
Vested (#)
Vested ($)
Gary C. Evans, Chairman and CEO
500,000
$
0.22
3/1/2027
250,000
$
1,255,000
750,000
$
2.57
5/27/2035
500,000
$
2,510,000
Lloyd Joseph Bardswich, EVP, Chief Mining Engineer & Director
333,333
$
0.22
3/1/2027
166,666
$
836,663
225,000
$
2.57
5/27/2035
120,000
$
602,400
Richard R. Isaak, SVP, Chief Financial Officer
266,667
$
0.22
3/1/2027
66,667
$
334,668
200,000
$
2.57
5/27/2035
120,000
$
602,400
Equity Award Timing
The Board and compensation committee are responsible for approving stock grants for executive officers. Stock awards are typically granted at the start of employment with the Company and after the end of the calendar year. The purpose of these stock grants is to set performance expectations for the executive officer over the next several years for the financial and operational success of the Company, thereby advancing the Company’s interests and the interests of the Company’s shareholders. One of the Board and Compensation Committee’s considerations when approving stock grants is reviewing the timing of the grant in relation to potential upcoming events, especially if the potential event involves material nonpublic information . The intention of the Board and compensation committee is to avoid having disclosure of material nonpublic information affect the value of the stock grant. During the year ended December 31, 2025, stock grants were not awarded to a named executive officer in close proximity to a filing with the Securities and Exchange Commission that disclosed material nonpublic information.
Insider Trading Policy
The Company has adopted an Insider Trading Policy that applies to all our directors, officers and employees. We believe our Insider Trading Policy is reasonably designed to deter wrongdoing and promote honest and ethical conduct, to comply with applicable laws, and to provide accountability for adherence to the policy. Our Insider Trading Policy is included in Exhibit 19 to this Annual Report and is also available on our web site at www.usantimony.com.
Compensation of Directors
The following table provides information related to compensation of our directors for the year ended December 31, 2025:
Fees Earned or
Name
Paid in Cash
Stock Awards (1)
Option Awards (1)
Total
Dr. Blaise Aguirre, Director
$
124,000
$
175,274
$
69,564
$
368,838
Joseph A. Carrabba, Director
$
140,000
$
175,274
$
69,564
$
383,338
Michael A. McManus, Director
$
137,500
$
175,274
$
69,564
$
382,338
General John M. Keane, Director
$
34,780
$
290,532
$
115,258
$
440,570
Jon R. Marinelli, Director
$
9,181
$
149,995
$
74,999
$
234,175
(1)
The amounts reported in the ‘Stock Awards’ and ‘Option Awards’ columns reflect the aggregate grant date fair value of awards granted during 2025, computed in accordance with FASB ASC Topic 718. As of December 31, 2025, the aggregate number of
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unvested stock awards and the aggregate number of option awards (vested and unvested) held by each non-employee director were as follows:
Aggregate
Aggregate
Unvested Stock
Unexercised
Name
Awards
Option Awards
Dr. Blaise Aguirre, Director
128,801
534,100
Joseph A. Carrabba, Director
87,133
284,100
Michael A. McManus, Director
128,801
367,433
General John M. Keane, Director
68,200
34,100
Jon R. Marinelli, Director
24,509
15,182
The fees earned by our directors follow the results of a study prepared an independent firm using peer data, among other things, to determine market pay for our directors and can be calculated as follows: $65,000 annual retainer for each Board member, $70,000 additional annual retainer for the chairman, $30,000 additional annual retainer for the lead director, which the Board does not have at this time, $20,000, $15,500, $13,500, and $13,500 additional annual retainers for the chairs of the audit, finance, compensation, and nominating and governance committees, respectively, $10,000, $7,500, $7,500, and $5,000 additional annual retainer for each member of the audit, finance, compensation, and nominating and governance committees, respectively, $2,500 for each Board member for attending each Board meeting, $2,000 for the audit committee chair for attending each audit committee meeting, $1,500 for the finance committee chair for attending each finance committee meeting $1,500 for each audit committee member for attending each audit committee meeting, $1,500 for each finance committee member for attending each finance committee meeting, and $1,500 for each compensation and nominating and governance committee chair and member for attending each compensation and nominating and governance committee meeting.
Restricted stock and stock options are granted to our directors as a means of developing a sense of proprietorship and personal involvement in our development and financial success and encouraging them to devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. These grants typically vest over three years to aid with board service longevity.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding beneficial ownership of our common stock as of March 12, 2026 by (i) each person who is known by us to beneficially own more than 5% of our Series B and C preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise stated, each person’s address is c/o United States Antimony Corporation, 4438 W. Lovers Lane, Unit 100, Dallas, Texas 75209.
Amount and
Nature of
Percent of
Title of Class of
Name and Address of
Beneficial
Percent of
Voting
Stock
Beneficial Owner (1)
Ownership
Class (1)
Stock (1)
More than 5% owners:
Common Stock
State Street Corporation, One Congress Street, Suite 1, Boston, MA 02114
7,669,026
5.3
%
5.3
%
Common Stock
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355
7,436,911
5.2
%
5.2
%
Common Stock
Creative Planning, LLC, 5454 W. 110th Street Overland Park, KS 66211
7,435,101
5.2
%
5.2
%
Series B Preferred
Excel Mineral Company, P.O. Box 3800 Santa Barbara, CA 93130
750,000
(2)
100.0
%
N/A
Series C Preferred
Walter Maquire, Sr., PO Box 129, Keller, VA 23401
49,091
(3)
27.6
%
—
%
Series C Preferred
Richard A. Woods, 59 Penn Circle West Penn Plaza Apts. Pittsburgh, PA 15206
48,305
(3)
27.2
%
—
%
Series C Preferred
Dr. Warren A. Evans, 69 Ponfret Landing Road Brooklyn, CT 06234
48,305
(3)
27.2
%
—
%
Series C Preferred
Edward Robinson, 1007 Spruce Street, 1st floor Philadelphia, PA 19107
32,203
(3)
18.1
%
—
%
Directors and Executive Officers:
Common Stock
Dr. Blaise Aguirre
912,669
0.6
%
0.6
%
Common Stock
Lloyd Joseph Bardswich
1,065,210
0.7
%
0.7
%
Common Stock
Joseph A. Carrabba
321,034
0.2
%
0.2
%
Common Stock
Gary C. Evans
3,629,565
2.5
%
2.5
%
Common Stock
Jeffrey Fink
147,590
0.1
%
0.1
%
Common Stock
John C. Gustavsen
665,375
0.5
%
0.5
%
Common Stock
Richard R. Isaak
598,220
0.4
%
0.4
%
Common Stock
General John M. Keane
—
—
%
—
%
Common Stock
Jon R. Marinelli
—
—
%
—
%
Common Stock
Michael A. McManus
788,601
0.5
%
0.5
%
Common Stock
Melissa M. Pagen
163,829
0.1
%
0.1
%
Common Stock
All Directors and Executive Officers as a Group
8,292,093
5.7
%
5.7
%
Common and Preferred Voting Stock
All Directors and Executive Officers as a Group
8,292,093
5.7
%
5.7
%
(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities, which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within 60 days. In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, we deem outstanding shares of our stock subject to options, warrants or other rights held by that person or entity that are currently exercisable or exercisable within 60 days of March 12, 2026. We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, and subject to applicable community property laws, we believe that the persons and entities named in the table have sole voting and investment power with respect to all shares of stock beneficially owned by them. “Percent of Class” is based on 143,371,936 shares of common stock, 750,000 shares of Series B Preferred Stock and 177,904 shares of Series C Preferred Stock outstanding on March 12, 2026. “Percent of Voting Stock” is based on 143,549,840 shares, which is the total of all the common stock issued and all Series C Preferred Stock outstanding at March 12, 2026.
(2) The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.
(3) The outstanding Series C preferred shares carry voting rights equal to the same number of shares of common stock.
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Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes equity compensation plans that were approved by our shareholders and equity compensation plans that were not approved by our shareholders as of December 31, 2025:
Number of securities
remaining available
for future issuance
Number of securities
under equity
to be issued upon
Weighted-average
compensation plans
exercise of
exercise price of
(excluding securities
outstanding options,
outstanding options,
reflected in column
Plan category
warrants and rights
warrants and rights
(a))
(a)
(b)
(c)
Equity compensation plans approved by shareholders
5,635,748
$
1.21
12,000,276
Equity compensation plans not approved by shareholders
—
—
—
5,635,748
$
1.21
12,000,276
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as described below, there were no transactions during 2025, and there are no currently proposed transactions, in which we were a party to and in which any director, executive officer or beneficial owner of five percent (5%) or more of any class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners had a direct or indirect material interest.
Effective March 1, 2026, the Company hired Angel Beltran, the son-in-law of Gary C. Evans, the Company’s Chairman and Chief Executive Officer, in a position within the Company’s antimony operations. Mr. Beltran’s compensation is consistent with that of other employees with similar responsibilities and experience.
Item 14. Principal Accountant Fees and Services
Principal Accounting Fees and Services
The aggregate fees billed by Assure CPA, LLC (“Assure CPA”) for professional services rendered to us were as follows:
Years ended December 31,
2025
2024
Audit Fees (1)
$
181,006
$
175,219
Audit-Related Fees (2)
13,725
7,825
Tax Fees (3)
41,142
19,075
All Other Fees (4)
1,787
10,400
Total
$
237,660
$
212,519
(1) Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.
(2) Audit-related fees relate to services for stock registrations.
(3) Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.
(4) All other fees consist of services on our legal entity structure and potential acquisitions.
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Pre-Approval Policy
Our Board and Audit Committee review and approve audit and permissible non-audit services performed by Assure CPA, as well as the fees charged by Assure CPA for such services. In its review of non-audit service fees and its appointment of Assure CPA as our independent accountants, the Board considered whether the provision of such services is compatible with maintaining Assure CPA independence. All services provided by Assure CPA in 2025 and 2024 were pre-approved by the Board and the audit committee.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
1. EXHIBITS
The exhibits listed in (b) below are filed as part of this Annual Report and incorporated herein by reference.
(b) Exhibits:
Exhibit Number
Description
3.1
Certificate of Formation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on August 28, 2025).
3.2
Bylaws (incorporated by reference as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2025).
4.1*
Description of Securities
4.2
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on Form 8-K on February 2, 2021).
4.3
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on Form 8-K on July 27, 2020).
10.1 *
Operating Agreement of US Americas Refining JV, LLC (Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K)
10.2*
Compensation Committee Charter
14.1*
Code of Ethics
14.2 *
Code of Conduct
19 *
Insider Trading Policy (included in Exhibit 14.1)
21.1 *
Subsidiaries of the Company
23.1 *
Consent of Independent Registered Public Accounting Firm, Assure CPA, LLP
31.1 *
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2 *
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1 *
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
95 *
Mine Safety Disclosure
97 *
United States Antimony Clawback Policy
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITED STATES ANTIMONY CORPORATION
(Registrant)
By:
/s/ Richard R. Isaak
Date: March 19, 2026
Richard R. Isaak
SVP and Chief Financial Officer
(principal financial officer and principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
/s/ Gary C. Evans
Date:
March 19, 2026
Gary C. Evans, Chairman and CEO (principal executive officer)
By:
/s/ Lloyd Joseph Bardswich
Date:
March 19, 2026
Lloyd Joseph Bardswich, Executive Vice President, Chief Mining Engineer and Director
By:
/s/ Richard R. Isaak
Date:
March 19, 2026
Richard R. Isaak, SVP and Chief Financial Officer (principal financial officer and principal accounting officer)
By:
/s/ Rachel Hubert
Date:
March 19, 2026
Rachel Hubert, Controller
By:
/s/ Dr. Blaise Aguirre
Date:
March 19, 2026
Dr. Blaise Aguirre, Director
By:
/s/ Joseph A. Carrabba
Date:
March 19, 2026
Joseph A. Carrabba, Director
By:
/s/ General John M. Keane
Date:
March 19, 2026
General John M. Keane, Director
By:
/s/ Jon R. Marinelli
Date:
March 19, 2026
John R. Marinelli, Director
By:
/s/ Michael A. McManus
Date:
March 19, 2026
Michael A. McManus, Director
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