Form 8-K

8-K — SSR MINING INC.

Accession: 0000947871-26-000674

Filed: 2026-06-30

Period: 2026-06-24

CIK: 0000921638

SIC: 6795 (MINERAL ROYALTY TRADERS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — ss6513309_8k.htm (Primary)

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0000921638

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 24, 2026

SSR Mining Inc.

(Exact name of Registrant as Specified in Its

Charter)

British Columbia

(State or Other Jurisdiction of Incorporation)

001-35455

(Commission File Number)

98-0211014

(I.R.S. Employer Identification No.)

6900

E. Layton Ave., Suite 1300, Denver, Colorado USA 80237

(Address of principal executive offices) (zip

code)

(303) 292-1299

(Registrant’s telephone number, including

area code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares without par value

SSRM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.01 Completion of Acquisition or Disposition

of Assets

On June 24, 2026, SSR Mining Inc. (the “Company”)

completed the previously announced sale of its ownership stake in the Çöpler mine and related properties in Türkiye to

Cengiz Holding A.Ş. and affiliates for a purchase price of approximately $1.49 billion in cash, after giving effect to various working

capital adjustments (the “Transaction”). The Transaction was consummated pursuant to the terms and conditions of the Share

Purchase Agreement, dated as of March 24, 2026, between SSR Mining and the Cengiz Holding A.Ş.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(b) Pro forma financial information

The following unaudited pro forma financial information

of the Company is filed as Exhibit 99.1 to this Current Report 8-K and is incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the years ended December 31, 2025,

2024 and 2023.

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026.

• Notes to the Unaudited Pro Forma Consolidated Financial Statements.

(d) Exhibits

Exhibit Number

Description of Exhibit

99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of

1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SSR Mining Inc.

By:

/s/ Eric Gunning

Name:

Eric Gunning

Title:

Senior Vice President,

General Counsel and Corporate Secretary

Dated: June 30, 2026

EX-99.1 CHARTER

Filename: ss6513309_ex9901.htm · Sequence: 2

SSR Mining Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

On June 24, 2026 (the “Closing Date”),

SSR Mining Inc., a British Columbia corporation (“SSR Mining” or the “Company”), through its wholly owned subsidiary

Alacer Gold Corp. S.à r.l. a limited liability company (société à responsabilité limitée)

organized under the laws of the Grand Duchy of Luxembourg (“Alacer Gold”), completed its previously announced divestiture

of its 80% ownership interest in the Çöpler mine and related properties in Türkiye (collectively, “Çöpler”)

to Cengiz Holding A.Ş. (“Cengiz Holding”) pursuant to a share purchase agreement, dated as of March 24, 2026 (the “Share

Purchase Agreement”), entered into by the Company, Alacer Gold and Cengiz Holding, pursuant to which Cengiz Holding agreed to acquire

or have an affiliate acquire all of the issued and outstanding shares of Alacer Gold Madencilik A.Ş., a wholly owned subsidiary of

the Company through which the Company holds its interest in Çöpler and related properties, for a purchase price of $1.5 billion

(subject to adjustments for certain cash, indebtedness and net working capital balances as well as for certain other amounts owed to third

parties at the time of the closing) (the “Transaction”).

In connection with the closing of the

Transaction, the Company and Alacer Gold entered into an Assignment and Assumption Agreement dated as of June 24,

2026 (the “Assignment Agreement”) with Cengiz Holding and İkonik Maden A.Ş., a joint stock corporation (anonim

şirket) organized under the laws of the Republic of Türkiye (the “Assignee”), pursuant to which Cengiz Holding

assigned certain of its rights and obligations under the Share Purchase Agreement to the Assignee.

The unaudited pro forma condensed consolidated

financial statements, including the notes thereto (the "Unaudited Pro Forma Financial Statements") have been prepared based

on the historical consolidated financial statements of SSR Mining and are intended to give effect to the Transaction as of the dates and

for the periods presented.

The unaudited pro forma condensed consolidated

balance sheet is as of March 31, 2026 after giving effect to the Transaction as if it had occurred on March 31, 2026. The unaudited pro

forma condensed consolidated statement of operations is for the years ended December 31, 2025, 2024 and 2023, after giving effect to the

Transaction as if it had occurred on January 1, 2023, reflecting the removal of the financial results of Çöpler for all periods

presented. Following the date of the Share Purchase Agreement, SSR Mining began reporting the results of Çöpler as discontinued

operations in the first quarter of 2026 and the assets and liabilities of Çöpler were reported as held for sale as of March

31, 2026 under generally accepted accounting principles (“GAAP”) in the United States. Accordingly, no unaudited pro forma

condensed income statement for the three months ended March 31, 2026 is included herein. The Unaudited Pro Forma Financial Statements

should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company contained in its

Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026 and Annual Report on Form 10-K for the year ended December

31, 2025.

The Unaudited Pro Forma Financial Statements

have been prepared based upon the best available information and management estimates and are subject to assumptions and adjustments described

below and in the accompanying notes to the Unaudited Pro Forma Financial Statements. They are not intended to be a complete presentation

of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods indicated. In

addition, the Unaudited Pro Forma Financial Statements are not necessarily indicative of the Company’s future results of operations

or financial condition had the Transaction been completed on the dates assumed. The actual financial position and results of operations

may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The pro forma adjustments are based

on currently available information and assumptions management believes are, under the circumstances and given the information available

at this time, reasonable.

The Unaudited Pro Forma Financial Statements

are provided for illustrative purposes only as required by Form 8-K and have been prepared in accordance with Article 11 of Regulation

S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,”

using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Statements. The information has been adjusted to include

estimated Transaction accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.

SSR Mining Inc.

Unaudited Pro Forma Condensed Consolidated

Statement of Operations

Year Ended December 31, 2025

(In thousands, except per share)

As Reported

Çöpler Discontinued Operations (a)

Other Transaction Adjustments

Pro Forma SSR Mining Continuing Operations

Revenue

$ 1,629,637

$ —

$ 1,629,637

Operating costs and expenses:

Cost of sales (1)

653,303

—

653,303

Depreciation, depletion, and amortization

116,178

—

116,178

General and administrative expense

107,823

—

107,823

Exploration and evaluation

37,131

(4,005)

—

33,126

Reclamation and remediation costs

88,924

(65,940)

—

22,984

Care and maintenance

151,769

(150,757)

—

1,012

Other operating expense (income), net

13,067

33,326

—

46,393

Operating income (loss)

461,442

187,376

—

648,818

Other income (expense):

Interest expense

(14,575)

6,521

—

(8,054)

Other income (expense)

26,346

628

(3,064)

23,910

Foreign exchange gain (loss)

(30,065)

(193)

—

(30,258)

Total other income

(18,294)

6,956

(3,064)

(14,402)

Income (loss) before income and mining taxes

443,148

194,332

(3,064)

634,416

Income and mining tax benefit (expense)

(80,245)

(19,231)

766

(98,710)

Equity income (loss) of affiliates

(486)

486

—

Net income (loss)

362,417

175,587

(2,298)

535,706

Net loss (income) attributable to non-controlling interest

33,337

(39,577)

—

(6,240)

Net income (loss) attributable to SSR Mining shareholders

$ 395,754

$ 136,010

$ (2,298)

$ 529,466

Weighted-average common shares

Basic

202,745

Diluted

217,026

Net income (loss) per share attributable to SSR Mining shareholders

Basic

$ 1.95

$ 2.61

Diluted

$ 1.85

$ 2.46

(1) Excludes depreciation, depletion, and

amortization.

SSR Mining Inc.

Unaudited Pro Forma Condensed Consolidated

Statement of Operations

Year Ended December 31, 2024

(In thousands, except per share)

As Reported

Çöpler Discontinued Operations (a)

Pro Forma SSR Mining Continuing Operations

Revenue

$ 995,618

$ (64,298)

$ 931,320

Operating costs and expenses:

Cost of sales (1)

514,032

(36,215)

477,817

Depreciation, depletion, and amortization

130,192

(13,130)

117,062

General and administrative expense

62,885

—

62,885

Exploration and evaluation

41,804

(2,790)

39,014

Reclamation and remediation costs

296,871

(274,877)

21,994

Impairment charges of long-lived and other assets

114,599

(114,230)

369

Care and maintenance

120,280

(108,675)

11,605

Other operating expense (income), net

37,240

(36,951)

289

Operating income (loss)

(322,285)

522,570

200,285

Other income (expense):

Interest expense

(13,028)

6,709

(6,319)

Other income (expense)

26,270

(183)

26,087

Foreign exchange gain (loss)

(9,691)

(169)

(9,860)

Total other income (expense)

3,551

6,357

9,908

Income (loss) before income and mining taxes

(318,734)

528,927

210,193

Income and mining tax benefit (expense)

(33,302)

(4,952)

(38,254)

Equity income (loss) of affiliates

(546)

546

—

Net income (loss)

(352,582)

524,521

171,939

Net loss (income) attributable to non-controlling interest

91,305

(104,493)

(13,188)

Net income (loss) attributable to SSR Mining shareholders

$ (261,277)

$ 420,028

$ 158,751

Weighted-average common shares

Basic

202,258

Diluted

202,258

215,519

Net income (loss) per share attributable to SSR Mining shareholders

Basic

$ (1.29)

$ 0.78

Diluted

$ (1.29)

$ 0.76

(1) Excludes depreciation, depletion, and

amortization.

SSR Mining Inc.

Unaudited Pro Forma Condensed Consolidated

Statement of Operations

Year Ended December 31, 2023

(In thousands, except per share)

As Reported

Çöpler Discontinued Operations (a)

Pro Forma SSR Mining Continuing Operations

Revenue

$ 1,426,927

$ (442,417)

$ 984,510

Operating costs and expenses:

Cost of sales (1)

804,147

(268,628)

535,519

Depreciation, depletion, and amortization

214,012

(93,808)

120,204

General and administrative expense

67,457

(5,489)

61,968

Exploration and evaluation

50,185

(8,749)

41,436

Reclamation and remediation costs

8,698

(1,709)

6,989

Impairment charges of long-lived and other assets

361,612

(353,322)

8,290

Impairment charges of goodwill

49,786

—

49,786

Other operating expense (income), net

1,274

(512)

762

Operating income (loss)

(130,244)

289,800

159,556

Other income (expense):

Interest expense

(16,616)

9,048

(7,568)

Other income (expense)

50,151

(2,247)

47,904

Foreign exchange gain (loss)

(105,699)

10,404

(95,295)

Total other income (expense)

(72,164)

17,205

(54,959)

Income (loss) before income and mining taxes

(202,408)

307,005

104,597

Income and mining tax benefit (expense)

82,534

(88,511)

(5,977)

Equity income (loss) of affiliates

(351)

351

—

Net income (loss)

(120,225)

218,845

98,620

Net loss (income) attributable to non-controlling interest

22,218

(45,265)

(23,047)

Net income (loss) attributable to SSR Mining shareholders

$ (98,007)

$ 173,580

$ 75,573

Weighted-average common shares

Basic

204,714

Diluted

204,714

204,717

Net income (loss) per share attributable to SSR Mining shareholders

Basic

$ (0.48)

$ 0.37

Diluted

$ (0.48)

$ 0.37

(1) Excludes depreciation, depletion, and

amortization.

SSR Mining Inc.

Unaudited Pro Forma Condensed Consolidated

Balance Sheet

As of March 31, 2026

(In thousands, except share and per share)

As Reported

Çöpler Discontinued Operations (a)

Other Transaction Adjustments

Pro Forma SSR Mining Continuing Operations

ASSETS

Cash and cash equivalents

$ 634,086

$ —

$ 1,494,279

$ 2,128,365

Marketable securities

40,270

—

40,270

Trade and other receivables

138,633

—

138,633

Inventories

522,949

—

522,949

Prepaids and other current assets

49,137

—

49,137

Prepaids, related party

23,856

—

23,856

Assets held for sale

2,259,953

(2,259,953)

—

Total current assets

$ 3,668,884

$ (2,259,953)

$ 1,494,279

$ 2,903,210

Mineral properties, plant and equipment, net

1,885,346

—

1,885,346

Inventories

327,075

—

327,075

Deferred income tax assets

4,567

—

4,567

Other non-current assets

60,862

—

60,862

Total assets

5,946,734

(2,259,953)

1,494,279

5,181,060

LIABILITIES

Accounts payable

$ 36,604

$ —

$ 36,604

Accrued liabilities and other

228,370

—

3,064

231,434

Reclamation and remediation liabilities

7,895

—

7,895

Finance lease liabilities

—

Liabilities held for sale

415,713

(415,713)

—

Total current liabilities

688,673

(415,713)

3,064

276,024

Debt, related party

66,119

—

66,119

Reclamation and remediation liabilities

396,826

—

396,826

Deferred income tax liabilities

206,995

—

206,995

Contingent consideration liabilities

107,249

—

107,249

Other non-current liabilities

52,109

—

52,109

Total liabilities

1,517,971

(415,713)

3,064

1,105,322

EQUITY

Common shares – unlimited authorized common shares with no par value; 216,512 shares issued and outstanding as of March 31, 2026

3,228,315

—

3,228,315

Retained earnings

402,669

(1,491,437)

1,491,215

402,447

SSR Mining’s shareholders’ equity

3,630,984

(1,491,437)

1,491,215

3,630,762

Non-controlling interest

797,779

(352,803)

—

444,976

Total equity

4,428,763

(1,844,240)

1,491,215

4,075,738

Total liabilities and equity

$ 5,946,734

$ (2,259,953)

$ 1,494,279

$ 5,181,060

Notes to Unaudited Pro Forma Condensed

Consolidated Financial Statements

(In thousands, except share and per share)

The following items resulted in transaction

adjustments in the Unaudited Pro Forma Financial Statements:

Reflects the removal of operations, assets, liabilities,

and non-controlling interests associated with the Transaction that were previously presented in the Company’s historical consolidated

financial statements.

Reflects the impact of the transaction adjustments

at the applicable statutory income tax rate of 25.0%.

Represents the pro forma condensed consolidated basic

and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except per share data):

For the year ended December 31,

2025

2024

2023

Pro forma net income (loss) attributable to SSR Mining shareholders from continuing operations

$ 529,466

$ 158,751

$ 75,573

Interest saving on 2019 Notes, net of tax

4,977

4,968

—

Pro forma net income (loss) used in the calculation of diluted net income per share from continuing operations

$ 534,443

$ 163,719

$ 75,573

Pro forma basic weighted average SSR Mining shares outstanding

202,745

202,258

204,714

Restricted share units

1,300

340

2019 Notes

12,981

12,921

—

Pro forma diluted weighted average SSR Mining shares outstanding

217,026

215,519

204,717

Pro forma basic earnings (loss) per share from continuing operations

$ 2.61

$ 0.78

$ 0.37

Pro forma diluted earnings (loss) per share from continuing operations

$ 2.46

$ 0.76

$ 0.37

Reflects the estimated loss on the Transaction had

the Transaction closed as of March 31, 2026. The actual loss on the Transaction will be based on the balance sheet information as of the

Closing Date and may differ materially. Further, the purchase price is subject to adjustment based on net working capital balances as

of the Closing Date.

Cash proceeds from sale

1,500,000

Estimated net working capital adjustment

(5,721)

Pro forma cash proceeds, net

1,494,279

Net assets disposed of at March 31, 20261

(1,844,240)

Non-controlling interest at March 31, 2026

352,803

Estimated transaction costs

(5,000)

Estimated loss on the Transaction1

(2,158)

(1) During the three months ended

March 31, 2026, the Company recorded a $338.2 million write-down of Çöpler to fair value less costs to sell as of March 31,

2026, which is reflected in the historical condensed consolidated financial statements.

Notes to Unaudited Pro Forma Condensed

Consolidated Financial Statements

(In thousands, except share and per share)

Reflects the estimated transaction costs that are expected to be incurred in connection with the Transaction. These costs consist

primarily of legal, accounting, financial advisory, valuation, and other professional fees. Total transaction costs of approximately

$5.0 million have been reflected in the estimated loss on the Transaction. Of these costs, approximately $1.9 million had been

incurred during the first quarter of 2026, while the remaining $3.1 million represents estimated costs that are expected to be

incurred at or around the time of completion of the Transaction.

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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