What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 96 added, 71 removed, 218 unchanged (43% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(in thousands, except share amounts)

Current assets:

16 unchanged sentences

Shareholders’ equity:

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)

Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at June 30, 2026 and December 31, 2025)

Common stock, $ 0.01 par value, authorized 200,000,000 shares ( 94,684,463 and 90,901,324 shares, respectively, issued and outstanding at June 30, 2026 and December 31, 2025)

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(in thousands of U.S.

dollars, except per share amounts)

Three months ended

Operating expenses:

Six months ended

Operating expense:

Exploration expense

General and administrative

Total operating expenses

Total operating expense

Other income (loss)

Interest and dividend income

Realized and unrealized loss on derivative instruments

Loss on derivative instruments

Realized and unrealized gain on marketable equity securities

Total other income

Net loss per common share:

Total other income (loss)

Loss per common share:

Basic and diluted

5 unchanged sentences

(in thousands)

Three months ended

Six months ended

Operating activities:

2 unchanged sentences

Realized and unrealized gain on marketable equity securities

Realized and unrealized loss on derivative instruments

Loss on derivative instruments

Stock-based compensation expense

4 unchanged sentences

Investing activities:

(Purchase) sale of short-term investments, net

Purchase of short-term investments, net

Cash from the sale of marketable equity securities

Net cash (used) provided by investing activities

Cash paid for settlement of derivative instruments

Net cash used by investing activities

Financing activities:

Issuance of common stock – net of issuing costs

Issuance of common stock ATM – net of issuing costs

Issuance of common stock Private Placement – net of issuing costs

Issuance of common stock upon exercise of stock options

16 unchanged sentences

Solitario has never developed a property.

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

In addition, Solitario evaluates new mineral properties for potential acquisition, and from time-to-time 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.

8 unchanged sentences

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 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”).

The accompanying interim condensed consolidated financial statements of Solitario for the three and six months ended June 30, 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.

15 unchanged sentences

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

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.

As of June 30, 2026, $ 50,000 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 March 31, 2026 Solitario’s money market funds of $ 8,275,000 are included in short-term investments.

At June 30, 2026 Solitario’s money market funds of $ 8,500,000 are included in short-term investments.

Segment reporting

4 unchanged sentences

Earnings per share

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.

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 and six months ended June 30, 2026 and 2025.

Potentially dilutive shares related to outstanding common stock options of 5,425,000 and 5,565,000 , respectively, for the three and six months ended June 30, 2026 and outstanding common stock options of 4,570,000 and 4,320,000 , respectively, for the three and six months ended June 30, 2025 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive.

Mineral Properties

6 unchanged sentences

Total exploration mineral properties

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

Solitario's mineral properties at June 30, 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

Six months ended

Geologic and field expenses

7 unchanged sentences

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 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.

As of June 30, 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.

Solitario is also involved in certain matters concerning its drilling programs since 2024 through June 30, 2026 regarding remediation at its Golden Crest project.

Generally, the bulk of remediation at the Golden Crest project associated with its drilling programs is currently and has been carried out concurrently with drilling activities, with only ongoing contouring and reseeding of drill sites remaining as of June 30, 2026.

Solitario has a reclamation liability of $ 20,000 in asset retirement and reclamation liabilities at both June 30, 2026 and December 31, 2025 related to the drilling on its Golden Crest project.

Marketable Equity Securities

2 unchanged sentences

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

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

March 31, 2026

At June 30, 2026 and December 31, 2025, Solitario owned the following marketable equity securities:

June 30, 2026

December 31, 2025

3 unchanged sentences

(in thousands)

March 31, 2026

Marketable equity securities at cost

2 unchanged sentences

The following table represents changes in marketable equity securities:

(in thousands)

Three months ended

Six months ended

(in thousands)

Cost of marketable equity securities sold

3 unchanged sentences

Change in marketable equity securities at fair value *

* Certain amounts in the three months ended June 30, 2025 may not add due to rounding.

The following table represents the realized and unrealized (loss) gain on marketable equity securities:

(in thousands)

Three months ended

Unrealized (loss) gain on marketable equity securities

Six months ended

(in thousands)

Unrealized loss on marketable equity securities

Realized gain on marketable equity securities sold

Net gain on marketable equity securities

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.

During the three and six months ended June 30, 2026, Solitario sold 34,300 and 44,300 shares, respectively, of its holdings of Vox Royalty common stock for gross proceeds of $ 211,000 and $ 270,000 , respectively, and recorded a gain on sale of $ 138,000 and $ 175,000 , respectively.

During the three and six months ended June 30, 2025, Solitario sold its holdings of 100,000 shares of 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 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 six months ended June 30, 2025, Solitario sold 34,055 of its Vox Royalty shares for proceeds of $ 106,000 and recorded a gain on sale of $ 32,000 on the date of sale.

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.

There is no remaining lease asset or lease liability related to the WR Lease at June 30, 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.

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 were incurred.

During the three and six months ended June 30, 2026 cash lease payments of $nil and $ 7,000 , respectively, were made on the WR Lease.

During the three and six months ended June 30, 2025, cash lease payments of $ 11,000 and $ 22,000 , respectively, were made on the WR Lease.

During the three and six months ended June 30, 2026 and 2025, Solitario recognized $nil and $ 7,000 , 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 six months ended June 30, 2025, Solitario recognized $ 10,000 and $ 20,000 , 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 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.

5 Other Assets

Other assets consisted of the following items:

5 unchanged sentences

Fair Value of Financial Instruments

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.

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 March 31, 2026:

During the three and six months ended June 30, 2026 and 2025, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories.

(in thousands)

6 unchanged sentences

Derivative Instruments

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.

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

(“Kinross”) that were included in its 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.

Solitario has no derivative instruments outstanding at June 30, 2026 and December 31, 2025.

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.

During the three and six months ended June 30, 2025, Solitario recorded a loss on derivative instruments of $ 130,000 and $ 336,000 , respectively 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 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.

At both June 30, 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 months ended March 31, 2026 and 2025, Solitario recorded no deferred tax expense.

During the three and six months ended June 30, 2026 and 2025, Solitario recorded no deferred tax expense.

Commitments and contingencies

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.

At June 30, 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.

5 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.

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 .

There were options outstanding under the 2013 Plan to acquire 1,825,000 and 1,965,000 shares, respectively, of Solitario common stock at June 30, 2026 and December 31, 2025.

All of these options were vested and exercisable at June 30, 2026 and December 31, 2025, with exercise prices between $ 0.60 and $ 0.69 per share.

As of June 30, 2026, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 274,000 and a weighted average life of 1.19 years.

During the three and six months ended June 30, 2026 options for 90,000 shares, granted under the 2013 Plan, were exercised with exercise prices between $ 0.67 and $ 0.69 for net proceeds of $ 61,000 and had an intrinsic value of $ 13,000 on the date of exercise.

In addition, during the three and six months ended June 30, 2026 options for 50,000 shares expired unexercised.

During the three months ended June 30, 2025, options granted under the 2013 Plan for 250,000 shares were exercised with an exercise price of $ 0.20 per share for proceeds of $ 50,000 and had an intrinsic value of $ 104,000 on the date of exercise.

During the six months ended June 30, 2025, options 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.

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 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.

As of both June 30, 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 June 30, 2026 and December 31, 2025, there were options that are vested and exercisable to acquire 1,900,000 and 1,412,500 shares, respectively, of Solitario common stock, with exercise prices between $ 0.51 and $ 0.85 per share.

As of June 30, 2026, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 204,000 and a weighted average life of 3.59 years.

During the three and six months ended June 30, 2026 and 2025, Solitario did not grant any awards under the 2023 Plan and no options were exercised or expired under the 2023 Plan.

Stock-based compensation expense

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.

During the three and six months ended June 30, 2026, Solitario recorded stock-based compensation expense of $ 100,000 and $ 167,000 , respectively, included in general and administrative expense.

During the three and six months ended June 30, 2025, Solitario recorded stock-based compensation expense of $ 125,000 and $ 251,000 , respectively, included in general and administrative expense.

At June 30, 2026, the total unrecognized stock-based compensation expense related to non-vested options was $ 581,000 and is expected to be recognized over a period of 21 months.

Shareholders’ Equity

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

(in thousands, except

Share amounts)

Shareholders’ Equity for the three and six months ended June 30, 2026:

Shareholders’

(in thousands, except Share amounts)

Balance at December 31, 2025

2 unchanged sentences

Balance at March 31, 2026

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

(in thousands, except

Share amounts)

Stock-based compensation expense

Issuance of shares- option exercises

Issuance of shares- private placement

Issuance of shares – ATM

Balance at June 30, 2026

Shareholders’ Equity for the three and six months ended June 30, 2025:

Shareholders’

(in thousands, except Share amounts)

Balance at December 31, 2024

2 unchanged sentences

Balance at March 31, 2025

Stock-based compensation expense

Issuance of shares- option exercises

Issuance of shares – ATM

Issuance of shares – Private Placement

Balance at June 30, 2025

At the Market Offering Agreement

4 unchanged sentences

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 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

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 ..

During the three and six months ended June 30, 2026 Solitario sold 1,747,519 and 3,387,944 shares, respectively, of Solitario common stock under the ATM program at an average price of $ 0.83 and $ 0.78 , respectively, per share for net proceeds of $ 1,446,000 and $ 2,647,000 after commissions and other expenses.

During the three and six months ended June 30, 2025, Solitario sold an aggregate of 147,067 shares of common stock under the ATM Agreement at an average price of $ 0.67 per share for net proceeds of $ 94,000 , after commissions and sale expenses.

Private Placement

On May 13, 2026, Solitario closed on a private placement of 305,195 shares of Solitario common stock, pursuant to a Stock Purchase Agreement (the “SPA”) with Newmont Overseas Exploration Ltd.

(“Newmont”), for a price of $ 0.77 per share for net proceeds of $ 228,000 after certain legal and regulatory expenses of $ 7,000 .

In June 2025, Solitario closed on a private placement of 1,587,300 shares of Solitario common stock, pursuant to the SPA with Newmont, for a price of $ 0.63 per share for net proceeds of $ 980,000 after certain legal and regulatory expenses of $ 20,000 .

In June 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 expenses of $ 69,000 .

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

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