Americas Gold and Silver Corporation: Form 40-F/A

Americas Gold and Silver Corporation: Form 40-F/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 2)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission file number: 001-37982

AMERICAS GOLD AND SILVER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English (if applicable))

CANADA

(Province or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code)

N/A

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

145 King Street West, Suite 2870

Toronto, Ontario, Canada M5H 1J8

(416) 848-9503

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Registered Agent Solutions, Inc.

99 Washington Avenue, Suite 1008

Albany, New York 12260

(888) 705-7274

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Richard Raymer

James Guttman

Dorsey & Whitney LLP

66 Wellington Street West, Suite 3400

Toronto, Ontario M5K 1E6

(416) 367-7388

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		USAS		NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed with this form:

☒ Annual Information Form

☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2025, 320,418,782 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐

If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

Americas Gold and Silver Corporation (the “Company” or the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 40-F for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Annual Report”), for the purpose of adding Exhibit 99.9, the Consent of PricewaterhouseCoopers LLP, to Amendment No. 1 to the Original Annual Report, which was filed with the SEC on March 31, 2026 (“Amendment No. 1”).

Other than the addition to Amendment No. 1 described above and the filing of updated certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant, no other changes have been made to Amendment No. 1 and this Amendment No. 2 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Amendment No. 1, or otherwise update the Amendment No. 1 for any events that have occurred after the Amendment No. 1 was filed with the SEC. Accordingly, this Amendment No. 2 should be read in conjunction with the Amendment No. 1.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.

	AMERICAS GOLD AND SILVER CORPORATION

	By:	/s/ Warren Varga
	Name:	Warren Varga
	Title:	Chief Financial Officer
	Date:	April 2, 2026

EXHIBIT INDEX

97.1*		Compensation Recovery Policy
99.1*		Annual Information Form of the Company for the year ended December 31, 2025
99.2**		Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2025 and December 31, 2024, together with the report thereon of the independent auditor
99.3*		Management’s Discussion and Analysis for the year ended December 31, 2025
99.4**		Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5**		Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6**		Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7**		Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8*		Mine Safety Disclosure for the year ended December 31, 2025
99.9**		Consent of PricewaterhouseCoopers LLP
99.10*		Consent of Jim Atkinson
99.11*		Consent of Daren Dell
99.12*		Consent of Neil de Bruin
99.13*		Consent of Daniel Hussey
99.14*		Consent of James Stonehouse
99.15*		Consent of Shawn Wilson
99.16*		Consent of Rick Streiff
101.INS**		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Previously filed

**Filed herewith

Amendment: SEC Form 40-F/A filed by Americas Gold and Silver Corporation