What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-10-31 · 81 added, 174 removed, 208 unchanged (55% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S.

September 30,

(in thousands)

Current assets:

2 unchanged sentences

Investments in marketable equity securities, at fair value

Prepaid expenses and other

Prepaid expenses and other current assets

Total current assets

4 unchanged sentences

Accounts payable

Kinross call option liability

Operating lease liability

2 unchanged sentences

Asset retirement obligation and reclamation liabilities

Operating lease liability – long-term

Total long-term liabilities

1 unchanged sentence

Shareholders’ equity:

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at September 30, 2025 and December 31, 2024)

Common stock, $ 0.01 par value, authorized 200,000,000 shares ( 90,612,981 and 81,638,418 shares, respectively, issued and outstanding at September 30, 2025 and December 31, 2024)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2026 and December 31, 2025)

Common stock, $ 0.01 par value, authorized 200,000,000 shares ( 92,541,749 and 90,901,324 shares, respectively, issued and outstanding at March 31, 2026 and December 31, 2025)

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S.

dollars, except share and per share amounts)

(in thousands, except per share amounts)

Three months ended

Nine months ended

Operating expense:

Operating expenses:

Exploration expense

General and administrative

Total operating expense

Total operating expenses

Other income (loss):

Interest and dividend income

Loss on derivative instruments

Realized and unrealized loss on derivative instruments

Realized and unrealized gain on marketable equity securities

Total other income (loss)

Loss per common share:

Total other income

Net loss per common share:

Basic and diluted

Weighted average shares outstanding (in thousands) :

Weighted average shares outstanding:

Basic and diluted

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S.

Nine months ended

September 30,

(in thousands)

Three months ended

Operating activities:

1 unchanged sentence

Amortization of right of use lease asset

Stock-based compensation expense

Realized and unrealized gain on marketable equity securities

Loss on derivative instruments

Increase in asset retirement and reclamation liabilities

Realized and unrealized loss on derivative instruments

Stock-based compensation expense

Changes in operating assets and liabilities:

Prepaid expenses and other

Prepaid expenses and other current assets

Accounts payable and other current liabilities

2 unchanged sentences

(Purchase) sale of short-term investments, net

Purchase of mineral property

Purchase of other assets

Cash from sale of marketable equity securities

Cash paid for settlement of derivative instruments

Sale of derivative instruments

Cash from the sale of marketable equity securities

Net cash (used) provided by investing activities

3 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

14 unchanged sentences

Solitario is primarily focused on the acquisition and exploration of precious metal, zinc and other base metal exploration mineral properties.

In addition to focusing on its mineral exploration properties Solitario from time-to-time also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable.

In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario from time-to-time also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable.

Solitario has recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalties.

4 unchanged sentences

Solitario is working with its 50% joint venture partner in the Lik project, Teck American Incorporated, a wholly owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik project.

In addition, Solitario has two early-stage projects, the Cat Creek project in Colorado (the “Cat Creek Project”) and the Bright Angel project in Colorado (the “Bright Angel Project”) acquired by Solitario in the third quarter of 2025.

In addition, Solitario has two early-stage projects, the Cat Creek project in Colorado (the “Cat Creek project”) and the Bright Angel project in Colorado (the “Bright Angel project”).

Solitario is conducting mineral exploration on its Golden Crest project, the Cat Creek project and the Bright Angel project on its own.

Solitario anticipates using its cash and short-term investments, in part, to fund costs and activities to further the exploration of its core mineral projects, the Florida Canyon Project, Lik Project and Golden Crest Project, as well as its Cat Creek Project and Bright Angel Project, and to potentially acquire additional mineral property assets.

Solitario anticipates using its cash and short-term investments, in part, to fund costs and activities to further the exploration of its core mineral projects, the Florida Canyon project, Lik project and Golden Crest project, as well as its Cat Creek and Bright Angel projects, and to potentially acquire additional mineral property assets.

The fluctuations in precious metal and other commodity prices contribute to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of early-stage and advanced mineral exploration projects or other related assets at potentially attractive terms.

The accompanying interim condensed consolidated financial statements of Solitario for the three and nine months ended September 30, 2025 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

The accompanying interim condensed consolidated financial statements of Solitario for the three months ended March 31, 2026 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation of the interim results as presented.

3 unchanged sentences

Adopted accounting pronouncements

Solitario has adopted Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement , issued by the Financial Accounting Standards Board (“FASB”) in August 2023, which clarifies the business combination accounting for joint venture formations (“ASU 2023-05”).

The amendments in ASU 2023-05 seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture.

The guidance is applicable to all entities involved in the formation of a joint venture.

The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.

The adoption of ASU No.

2023-05 did not have a material impact on Solitario’s consolidated financial position or results of operations and statement disclosures.

The FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures in December 2023 which amended income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid (“ASU 2023-09”).

The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2025 and may be applied prospectively for interim reporting periods.

Solitario has adopted as of the first quarter of 2025 ASU No.

2023-09, which had no impact on its consolidated financial position or results of operations and statement disclosures.

Recently issued accounting pronouncements

The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”) in November 2024, which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

Under ASU 2024-03, entities will be required to disaggregate information, in tabular format, about specific natural expense categories underlying certain income statement expense line items that are considered ‘relevant’, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

Additionally, ASU 2024-03 requires the disclosure of selling expenses, along with how an entity defines such expenses.

For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ) are effective for the first annual reporting period beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The provisions within ASU 2024-03 are required to be applied prospectively;

however, they may be applied retrospectively for all comparative periods following the effective date.

Solitario is currently assessing the impact the adoption of ASU 2024-03 will have on its consolidated financial position or results of operations and statement disclosures.

There have been no new proposed or adopted accounting pronouncements applicable to Solitario since those described in the Company’s 2025 Annual Report.

Risks and Uncertainties

9 unchanged sentences

Cash equivalents include investments in highly liquid money-market securities with original maturities of three months or less when purchased.

As of September 30, 2025, $ 292,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation rules for the United States.

As of March 31, 2026, $ 104,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation rules for the United States.

Money market funds

4 unchanged sentences

Redemption is permitted daily without written notice.

At September 30, 2025 Solitario’s money market funds of $ 7,573,000 are included in short-term investments.

At March 31, 2026 Solitario’s money market funds of $ 8,275,000 are included in short-term investments.

Segment reporting

Solitario operates as a single operating segment in accordance with FASB ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

All financial information is presented on a consolidated basis and reviewed by Solitario’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”).

Improvements to Reportable Segment Disclosures .All financial information is presented on a consolidated basis and reviewed by Solitario’s Chief Executive Officer as the Chief Operating Decision Maker (“CODM”).

The CODM uses consolidated net loss, as presented in the condensed consolidated statement of operations, to assess segment performance and allocate resources.

1 unchanged sentence

Earnings per share

The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of common stock outstanding during the three and nine months ended September 30, 2025 and 2024.

Potentially dilutive shares related to outstanding common stock options of 4,320,000 and 5,348,500 , respectively, for the three and nine months ended September 30, 2025, and outstanding common stock options of 5,348,500 and 3,828,500 , respectively, for the three and nine months ended September 30, 2024 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of outstanding common stock during the three months ended March 31, 2026 and 2025.

Potentially dilutive shares related to outstanding common stock options of 5,565,000 and 4,570,000 , respectively, for the three months ended March 31, 2026 and 2025 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

1 unchanged sentence

(in thousands)

September 30,

Lik Project (Alaska – US)

3 unchanged sentences

Total exploration mineral properties

Solitario's mineral properties at September 30, 2025 and December 31, 2024 consist of use rights related to its exploration properties.

Solitario's mineral properties at March 31, 2026 and December 31, 2025 consist of use rights related to its exploration properties.

The amounts capitalized as mineral properties include initial concession and lease or option acquisition costs.

5 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

Geologic and field expenses

5 unchanged sentences

The estimate was based upon estimated cash costs for reclamation as determined by Solitario and its joint venture partner, Teck, and is supported by a permitting bond required by the State of Alaska, for which Solitario has retained a reclamation bond insurance policy in the event Solitario or Teck do not complete required reclamation.

Solitario has not applied a discount rate to the recorded Lik Project asset retirement obligation as the estimated time frame for reclamation is not currently known, as completion of reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time.

Solitario has not applied a discount rate to the recorded asset retirement obligation as the estimated time frame for reclamation is not currently known, as completion of reclamation is not expected to occur until the end of the related project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time.

Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik project goes into operation, which cannot be assured.

As of September 30, 2025 and December 31, 2024, Solitario has no reclamation liability at its Florida Canyon Project as Nexa is responsible for the costs at the Florida Canyon Project, including reclamation, if any.

Solitario is also involved in certain matters concerning its 2025 and 2024 drilling programs remediation at its Golden Crest Project.

Generally, the bulk of remediation at the Golden Crest Project associated with its 2025 and 2024 drilling programs are carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of September 30, 2025 related to the 2025 drilling program.

The 2025 drilling program has essentially been completed as of September 30, 2025.

Solitario has recorded a reclamation liability of $ 20,000 for remaining reclamation activities at Golden Crest as of September 30, 2025 included in asset retirement and reclamation liabilities related to the Golden Crest Project.

Activities at Solitario’s Cat Creek Project and Bright Angel Project through September 30, 2025 have consisted of claim staking and limited mapping and surface sampling which have not resulted in any material reclamation liabilities.

As of March 31, 2026 and December 31, 2025, Solitario has no reclamation liability at its Florida Canyon Project as Nexa is responsible for the costs at the Florida Canyon project, including reclamation, if any.

In addition, the activities to date at Solitario’s Cat Creek and Bright Angel projects of staking claims and mapping, soil and rock sampling, and assaying have not created any material environmental or other disturbances.

Solitario is also involved in certain matters concerning its 2024 and 2025 drilling program remediation at its Golden Crest project.

Generally, the bulk of remediation at the Golden Crest project associated with its 2024 and 2025 drilling programs was carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of March 31, 2026.

At March 31, 2026 and December 31, 2025, Solitario has a reclamation liability of $ 20,000 , included in asset retirement and reclamation liabilities related to the Golden Crest project.

Marketable Equity Securities

2 unchanged sentences

Changes in fair value are recorded in the condensed consolidated statement of operations.

At September 30, 2025 and December 31, 2024, Solitario owned the following marketable equity securities:

September 30, 2025

At March 31, 2026 and December 31, 2025, Solitario owned the following marketable equity securities:

March 31, 2026

December 31, 2025

Kinross Gold Corp.

Vendetta Mining Corp.

2 unchanged sentences

(in thousands)

September 30,

March 31, 2026

Marketable equity securities at cost

4 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

Cost of marketable equity securities sold

6 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

Unrealized gain (loss) on marketable equity securities

Unrealized (loss) gain on marketable equity securities

Realized gain on marketable equity securities sold

Net gain on marketable equity securities

During the nine months ended September 30, 2025, Solitario sold its holdings of 100,000 shares of Kinross Gold Corp.

(“Kinross”) common stock for gross proceeds of $ 1,401,000 , which was netted by the settlement of $ 403,000 to close out its $ 10 .00 Kinross covered call covering all 100,000 shares of Kinross common stock previously held by Solitario, which had a May 16, 2025 settlement date, resulting in net proceeds of $998,000, after fees and commissions.

Solitario recorded a gain on sale of $ 1,319,000 on the date of sale.

See also Note 7 “Derivative Instruments” below.

Also, during the three and nine months ended September 30, 2025, Solitario sold 30,000 shares and 64,055 shares, respectively, of its Vox Royalty common shares for proceeds of $ 124,000 and $ 230,000 , respectively, and recorded a gain on sale of $ 60,000 and $ 92,000 , respectively, on the date of sale.

Solitario did not sell any marketable equity securities during the three months ended September 30, 2024.

During the nine months ended September 30, 2024, Solitario sold 100,000 shares of Highlander Silver Corp.

(“Highlander”) common stock for proceeds of $ 54,000 and recorded a gain on sale of $ 54,000 on the date of sale.

Solitario leases one facility, its Wheat Ridge, Colorado office, that has a term of more than one year (the “WR Lease”).

The WR Lease is classified as an operating lease and has a remaining term of 5 months at September 30, 2025, with no renewal option.

At September 30, 2025 and December 31, 2024, the right-of-use office lease asset for the WR Lease is classified as other long-term assets and the related liability as current and long-term operating lease liabilities in the condensed consolidated balance sheet.

The amortization of right-of-use lease asset expense is recognized over the lease term, with variable lease payments recognized in the period those payments are incurred.

During the three and nine months ended September 30, 2025, cash lease payments of $ 12,000 and $ 34,000 , respectively, were made on the WR Lease.

During the three and nine months ended September 30, 2024, cash lease payments of $ 11,000 and $ 33,000 , respectively, were made on the WR Lease.

During the three and nine months ended September 30, 2025, Solitario recognized $ 10,000 and $ 30,000 , respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense.

During the three and nine months ended September 30, 2024, Solitario recognized $ 10,000 and $ 31,000 , respectively, of non-cash amortization of right of use lease asset expense for the WR Lease included in general and administrative expense.

During the three months ended March 31, 2026, Solitario sold 10,000 shares of its holdings of Vox Royalty common stock for gross proceeds of $ 59,000 and recorded a gain on sale of $ 37,000 .

During the three months ended March 31, 2025, Solitario did not sell any marketable equity securities.

Solitario leased one facility, its Wheat Ridge, Colorado office, that had a term of more than one year (the “WR Lease”).

The WR Lease was classified as an operating lease which terminated on February 28, 2026.

There is no remaining lease asset or lease liability related to the WR Lease at March 31, 2026.

At December 31, 2025, the right-of-use office lease asset for the WR Lease was classified as other long-term assets and the related liability as current operating lease liabilities in the condensed consolidated balance sheet.

The amortization of right-of-use lease asset expense was recognized over the lease term, with variable lease payments recognized in the period those payments are incurred.

During the three months ended March 31, 2026 and 2025, cash lease payments of $ 7,000 and $ 11,000 , respectively, were made on the WR Lease.

During the three months ended March 31, 2026 and 2025, Solitario recognized $ 7,000 and $ 10,000 , respectively, of non-cash amortization of right-of-use lease asset expense for the WR Lease included in general and administrative expense.

These cash payments, less imputed interest for each period, reduced the related liability on the WR Lease.

The discount rate within the WR Lease is not determinable and Solitario has applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital to determine the asset and liability upon the extension of the WR lease during 2023.

The maturities of Solitario’s lease liability for its WR Lease are as follows at September 30, 2025:

Future lease payments (in thousands)

Remaining payments 2025

Remaining payments 2026

Total lease payments

Less amount of payments representing interest

Present value of lease payments

The discount rate within the WR Lease was not determinable and Solitario applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital to determine the asset and liability upon the extension of the WR lease during 2023.

Other assets consisted of the following items:

(in thousands)

September 30,

Furniture and fixtures, net of accumulated depreciation

3 unchanged sentences

Fair Value of Financial Instruments

During the three and nine months ended September 30, 2025 and 2024, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of September 30, 2025:

During the three months ended March 31, 2026 and 2025, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

(in thousands)

5 unchanged sentences

Marketable equity securities

Kinross calls

The fair values of other financial assets and liabilities as of September 30, 2025 and December 31, 2024 were assumed to approximate their carrying values due to their short-term nature and historically negligible credit losses.

Derivative Instruments

From time-to-time Solitario sold covered call options against its holdings of shares of Kinross common stock included in marketable equity securities.

The business purpose of selling covered calls was to provide additional income on a limited portion of shares of Kinross that Solitario may have elected to sell in the near term, which is generally defined as less than one year.

Any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

In August 2024, Solitario sold covered calls against its holdings of Kinross common stock for net proceeds of $ 39,000 .

During three and the nine months ended September 30, 2025, Solitario recorded a loss on derivative instruments of $ 0 and $ 336,000 , respectively.

Solitario settled the covered calls against its holdings of Kinross upon the sale of all of its shares of Kinross common stock for gross proceeds of $ 1,401,000 which was netted against the settlement of the Kinross calls of $ 403,000 for net cash proceeds of $ 998,000 after fees and commissions.

From time-to-time Solitario has sold covered call options against its prior holdings of shares of common stock of Kinross Gold Corp.

(“Kinross”) included in marketable equity securities.

The business purpose of selling covered calls was to provide additional income on a limited portion of shares of Kinross that Solitario may sell in the near term, which is generally defined as less than one year and any changes in the fair value of its covered calls are recognized in the statement of operations in the period of the change.

In August 2024, Solitario sold covered calls against its holdings of Kinross for net proceeds of $ 39,000 .

Solitario recorded an unrealized loss on derivative instruments of $ 206,000 during the three months ended March 31, 2025 related to its Kinross calls.

Solitario settled its Kinross calls in May 2025, upon the sale of its holdings of Kinross.

Solitario has no derivative instruments outstanding at March 31, 2026 and December 31, 2025.

Solitario accounts for income taxes in accordance with ASC 740 Income Taxes .

3 unchanged sentences

A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

At both September 30, 2025 and December 31, 2024, a valuation allowance has been recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets.

At both March 31, 2026 and December 31, 2025, a valuation allowance has been recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets.

The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior to their expiration.

During the three and nine months ended September 30, 2025 and 2024, Solitario recorded no deferred tax expense.

During the three months ended March 31, 2026 and 2025, Solitario recorded no deferred tax expense.

Commitments and contingencies

At September 30, 2025 and December 31, 2024, Solitario has recorded an asset retirement and reclamation liability obligation of $ 145,000 , related to its Lik Project and Golden Crest Project.

At March 31, 2026 and December 31, 2025, Solitario has recorded an asset retirement and reclamation liability obligation of $ 145,000 , related to its Lik project and Golden Crest project.

See Note 2 “Mineral Properties,” above.

Solitario leases office space under a non-cancelable operating lease for the Wheat Ridge, Colorado office which provides for future total minimum rent payments as of September 30, 2025 of $ 19,000 through February 2026.

Employee Stock Compensation Plans

4 unchanged sentences

The 2013 Plan has expired and no additional awards may be granted under the 2013 Plan, although awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms.

As of September 30, 2025 and December 31, 2024, there were options outstanding under the 2013 Plan to acquire 2,145,000 and 3,173,500 shares, respectively, of Solitario common stock.

Of these, as of September 30, 2025 and December 31, 2024, there were a total of vested options exercisable to acquire 2,145,000 and 2,672,250 shares, respectively, of Solitario common stock, with exercise prices between $ 0.60 and $ 0.69 per share.

As of September 30, 2025, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 204,000 and a weighted average life of 1.85 years.

No options under the 2013 Plan were exercised during the three months ended September 30, 2025.

During the nine months ended September 30, 2025, options previously granted under the 2013 Plan for 1,028,500 shares were exercised with an exercise price of $0.20 per share for proceeds of $ 206,000 and had an intrinsic value of $ 437,000 on the date of exercise.

During the three and nine months ended September 30, 2024, options previously granted under the 2013 Plan for 200,000 and 250,000 shares were exercised with exercise prices between $ 0.20 per share and $ 0.28 per share, for proceeds of $ 40,000 and $ 54,000 , respectively, which had intrinsic values of $ 132,000 and $ 144,000 , respectively, on the dates of exercise.

There were options outstanding under the 2013 Plan to acquire 1,965,000 shares of Solitario common stock at both March 31, 2026 and December 31, 2025.

All of these options were vested and exercisable at March 31, 2026 and December 31, 2025, with exercise prices between $ 0.60 and $ 0.69 per share.

As of March 31, 2026, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 422,000 and a weighted average life of 1.35 years.

No options granted under the 2013 Plan were exercised during the three months ended March 31, 2026.

During the three months ended March 31, 2025, options previously granted under the 2013 Plan for 778,500 shares were exercised for proceeds of $ 156,000 .

On June 20, 2023, Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”).

3 unchanged sentences

The 2023 Plan has a term of 10 years.

As of September 30, 2025 and December 31, 2024, there were options outstanding under the 2023 Plan to acquire 2,175,000 and 2,175,000 shares, respectively, of Solitario common stock.

Of these, as of September 30, 2025 and December 31, 2024, there were options that are vested and exercisable to acquire 1,087,500 and 556,250 shares, respectively, of Solitario common stock, with exercise prices between $ 0.51 and $ 0.85 per share.

As of September 30, 2025, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 10,000 and a weighted average life of 3.67 years.

During the three and nine months ended September 30, 2025 Solitario did not grant any awards under the 2023 Plan.

Solitario did not grant any options from the 2023 Plan during the three months ended September 30, 2024.

During the nine months ended September 30, 2024, Solitario granted options for 2,125,000 shares of Solitario common stock, with an exercise price of $ 0.85 per share, a five-year term, which vest 25% on the date of grant and 25% on each anniversary date for the next three years and a grant date fair value of $ 1,120,000 based upon a five-year life, volatility of 71.5 % and risk-free interest rate of 4.3 %.

During the three and nine months ended September 30, 2025 and 2024, no options were exercised under the 2023 Plan.

As of both March 31, 2026 and December 31, 2025, there were options outstanding under the 2023 Plan to acquire 3,600,000 shares of Solitario common stock.

Of these, as of both March 31, 2026 and December 31, 2025, there were options that are vested and exercisable to acquire 1,412,500 shares of Solitario common stock, with exercise prices between $ 0.51 and $ 0.85 per share.

As of March 31, 2026, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 320,000 and a weighted average life of 3.84 years.

During the three months ended March 31, 2026 and 2025, Solitario did not grant any awards under the 2023 Plan and no options were exercised under the 2023 Plan.

Stock-based compensation expense

During the three and nine months ended September 30, 2025, Solitario recorded stock-based compensation expense of $ 113,000 and $ 364,000 , respectively, included in general and administrative expense.

During the three and nine months ended September 30, 2024, Solitario recorded stock-based compensation expense of $ 125,000 and $ 540,000 , respectively, included in general and administrative expense.

At September 30, 2025, the total unrecognized stock-based compensation expense related to non-vested options was $ 477,000 and is expected to be recognized over a period of 20 months.

During the three months ended March 31, 2026 and 2025, Solitario recorded stock-based compensation expense of $ 67,000 and $ 126,000 , respectively, included in general and administrative expense.

At March 31, 2026, the total unrecognized stock option compensation cost related to non-vested options was $ 681,000 and is expected to be recognized over a weighted average period of 23 months.

Shareholders’ Equity

Shareholders’ Equity for the three and nine months ended September 30, 2025:

Shareholders’ Equity for the three months ended March 31, 2026:

(in thousands, except

3 unchanged sentences

Stock-based compensation expense

Issuance of shares- option exercises

Balance at March 31, 2025

Stock-based compensation expense

Issuance of shares- option exercises

Issuance of shares- ATM

Issuance of shares – Private Placements

Balance at June 30, 2025

Stock-based compensation expense

Issuance of shares – ATM

Issuance of shares – Private Placements

Balance at September 30, 2025

Shareholders’ Equity for the three and nine months ended September 30, 2024:

Balance at March 31, 2026

Shareholders’ Equity for the three months ended March 31, 2025:

(in thousands, except

5 unchanged sentences

Balance at March 31, 2025

Stock-based compensation expense

Issuance of shares for cash - ATM

Balance at June 30, 2024

Stock-based compensation expense

Issuance of shares- option exercises

Balance at September 30, 2024

Private Placements

On August 14, 2025, Solitario issued 84,128 shares in a private placement to certain leaseholders at our Golden Crest Project in South Dakota in satisfaction of a portion of the required 2025 annual lease payments with a value of $ 53,000 .

The remaining portion of the lease payments due to the leaseholders were made in cash during the nine months ended September 30, 2025.

On June 18, 2025, Solitario closed on a private placement of 1,587,300 shares of Solitario common stock (the “Newmont Shares”), pursuant to a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd.

(“Newmont”), for a price of $ 0.63 per share for net proceeds of $ 980,000 after certain legal and regulatory offering costs of $ 20,000 .

In connection with the sale of the Newmont Shares, Solitario and Newmont amended and restated the Investor Rights Agreement between the parties that was entered into in 2023, to reflect Newmont’s purchase of these additional Solitario shares.

The amended and restated Investor Rights Agreement served to amend certain terms of the Investor Rights Agreement, including to provide Newmont with a right of first refusal with respect to certain transactions, such as a sale or joint venture, involving the Golden Crest Properties (whereas the agreement previously granted Newmont a right of first offer with respect to those prospective transactions).

On June 18, 2025, Solitario closed on a private placement of 5,555,555 shares of its common stock (the “Shares”) at a price of $ 0.63 per share for net proceeds of $ 3,431,000 after certain legal and regulatory offering costs of $ 69,000 .

The sale of the Shares was made through a subscription agreement between Solitario and a single third-party investor.

No officers, directors or other affiliates of Solitario participated in the private placement.

The investor in the private placement was provided certain registration rights with respect to the Shares they purchased.

Solitario did not engage an underwriter or placement agent for the private placement, and therefore there were no underwriter discounts or commissions or placement agent fees.

At the Market Offering Agreement

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The ATM Agreement provides that Wainwright is entitled to compensation for its services at a commission rate of 3.0 % of the gross sales price per share of common stock sold.

During the three and nine months ended September 30, 2025, Solitario sold an aggregate of 572,013 shares and 719,080 shares, respectively, of common stock under the ATM Agreement at an average price of $ 0.76 per share and $ 0.75 per share, respectively, for net proceeds of $ 418,000 and $ 512,000 , respectively, after commissions and sale expenses.

During the nine months ended September 30, 2024, Solitario sold an aggregate of 1,802,060 shares of common stock under the ATM Agreement at an average price of $ 0.70 per share for net proceeds of $ 1,218,000 , after commissions and sale expenses.

During the three months ended September 30, 2024, Solitario did not sell any shares under the ATM Program.

During the three months ended March 31, 2026 Solitario sold 1,640,425 shares of Solitario common stock at an average price of $ 0.76 per share for net proceeds of $ 1,201,000 after commissions and other expenses.

Solitario did not sell any shares under the ATM Program during the three months ended March 31, 2025.

Subsequent Events

Subsequent to September 30, 2025, Solitario sold an aggregate of 288,243 shares of common stock under the ATM Agreement at an average price of $ 0.78 per share for net proceeds of $ 217,221 , after commissions and sale expenses.

Solitario has evaluated events subsequent to March 31, 2026, to assess the need for potential recognition or disclosure in this report.

Such events were evaluated through the date these financial statements were available to be issued.

Since March 31, 2026, and as of May 5, 2026, Solitario has sold 485,995 shares of its common stock under the ATM Program at an average price of 0.85 per share for net proceeds of $ 398,000 after commissions and expenses.

In addition, since March 31, 2026, and as of May 5, 2026, one stock option was exercised for 40,000 shares at $ 0.67 per share for net proceeds of $ 27,000 ..

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-Q

Item 1. Financial Statements