IAUX

iaux-202602190001853962FALSE00018539622026-02-192026-02-19

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): February 19, 2026

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia001-41382Not Applicable (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

150 York Street, Suite 1802 Toronto, Ontario

M5H 3S5

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (775) 525-6450 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 (see General Instruction A.2. below):

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

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

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

oPre-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 classTrading Symbol(s)Name of each exchange on which registered Common SharesIAUXNYSE American LLC Warrants to Purchase Common SharesIAUX.WSNYSE American LLC Common SharesIAUThe Toronto Stock Exchange Warrants to Purchase Common SharesIAU.WT.UThe Toronto Stock Exchange

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 ☒ If 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 2.02. Results of Operations and Financial Condition On February 19, 2026, i-80 Gold Corp. issued a press release announcing its financial results for the quarter ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1News Release, dated February 19, 2026, reporting fourth quarter and full year 2025 results

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 19, 2026

i-80 GOLD CORP.

By:/s/ Ryan Snow Name:Ryan Snow Title:Chief Financial Officer

iaux-202511120001853962FALSE00018539622025-08-132025-08-13

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): November 12, 2025

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia001-41382Not Applicable (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

150 York Street, Suite 1802 Toronto, Ontario

M5H 3S5

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (775) 525-6450 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 (see General Instruction A.2. below):

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

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

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

oPre-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 classTrading Symbol(s)Name of each exchange on which registered Common SharesIAUXNYSE American LLC Warrants to Purchase Common SharesIAUX.WSNYSE American LLC Common SharesIAUThe Toronto Stock Exchange Warrants to Purchase Common SharesIAU.WT.UThe Toronto Stock Exchange

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 ☒ If 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 2.02. Results of Operations and Financial Condition On November 12, 2025, i-80 Gold Corp. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1News Release, dated November 12, 2025, reporting third quarter 2025 results.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2025

i-80 GOLD CORP.

By:/s/ Ryan Snow Name:Ryan Snow Title:Chief Financial Officer

iaux-202508130001853962FALSE00018539622025-08-132025-08-13

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): August 13, 2025

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia001-41382Not Applicable (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

5190 Neil Road, Suite 460 Reno, Nevada, United States 89502 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (775) 525-6450 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 (see General Instruction A.2. below):

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

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

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

oPre-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 classTrading Symbol(s)Name of each exchange on which registered Common SharesIAUXNYSE American LLC Warrants to Purchase Common SharesIAUX.WSNYSE American LLC Common SharesIAUThe Toronto Stock Exchange Warrants to Purchase Common SharesIAU.WT.UThe Toronto Stock Exchange

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 ☒ If 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 2.02. Results of Operations and Financial Condition On May 13, 2025, i-80 Gold Corp. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1News Release, dated August 13, 2025, reporting second quarter 2025 results.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 13, 2025

i-80 GOLD CORP.

By:/s/ Ryan Snow Name:Ryan Snow Title:Chief Financial Officer

iaux-202505050001853962FALSE00018539622025-05-042025-05-04

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): May 5, 2025

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia001-41382Not Applicable (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

5190 Neil Road, Suite 460 Reno, Nevada, United States 89502 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (775) 525-6450 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 (see General Instruction A.2. below):

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

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

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

oPre-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 classTrading Symbol(s)Name of each exchange on which registered Common SharesIAUXNYSE American LLC Common SharesIAUThe Toronto Stock Exchange

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 ☒ If 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 2.02. Results of Operations and Financial Condition On May 5, 2025, i-80 Gold Corp. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1News Release, dated May 5, 2025, reporting first quarter 2025 results.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2025

i-80 GOLD CORP.

By:/s/ Ryan Snow Name:Ryan Snow Title:Chief Financial Officer

iaux-202503310001853962FALSE00-000000000018539622025-03-312025-03-31

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): March 31, 2025

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia001-41382Not Applicable (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

5190 Neil Road, Suite 460 Reno, Nevada, United States 89502 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (775) 525-6450 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 (see General Instruction A.2. below):

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

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

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

oPre-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 classTrading Symbol(s)Name of each exchange on which registered Common SharesIAUXNYSE American LLC Common SharesIAUThe Toronto Stock Exchange

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 ☒ If 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 2.02     Results of Operations and Financial Condition

On March 31, 2025, i-80 Gold Corp. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.

Item 7.01    Regulation FD Disclosure The information contained in Item 2.02 is incorporated herein by reference.

The company transitioned from International Financial Reporting Standards (“IFRS”) to accounting principles generally accepted in the United States (“U.S. GAAP”). We are filing this Current Report on Form 8-K to amend our unaudited consolidated interim financial statements and the related management’s discussion and analysis for (i) the three months ended March 31, 2024, (ii) the three months ended June 30, 2024, and (iii) the three months ended September 31, 2024 (collectively the “2024 Interim Financial Statements and MD&As”) to reflect the Company’s transition to U.S. GAAP. The original 2024 Interim Financial Statements and MD&As were filed on Forms 6-K on May 13, 2024, August 12, 2024, and November 12, 2024, respectively, under IFRS.

Except for changes related to the Company’s adoption of U.S. GAAP, this Form 8-K does not reflect events occurring after the filing of each original 2024 Interim Financial Statement and MD&A. These amended unaudited consolidated interim financial statements supersede the Company’s original 2024 Interim Financial Statements and MD&As.

The information furnished pursuant to this Item 7.01, including Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1News Release, dated March 31, 2025, reporting fourth quarter and full year 2024 results

99.2Condensed consolidated financial statements of i-80 Gold Corp as of and for the three months ended March 31, 2024

99.3Management's Discussion and Analysis for the three months ended March 31, 2024

99.4Condensed consolidated financial statements of i-80 Gold Corp as of and for the three and six months ended June 30, 2024

99.5Management's Discussion and Analysis for the three and six months ended June 30, 2024

99.6Condensed consolidated financial statements of i-80 Gold Corp as of and for the three and nine months ended September 30, 2024

99.7Management's Discussion and Analysis