Endeavour Silver Corp.: Form 40-F/A - Filed by newsfilecorp.com

40-F/A 1 form40fa.htm FORM 40-F/A Endeavour Silver Corp.: Form 40-F/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F
(Amendment No. 1)

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

OR
☒	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: 001-33153

ENDEAVOUR SILVER CORP.

(Exact Name of Registrant as Specified in its Charter)

British Columbia		1040		N/A
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

#1130-609 Granville Street
Vancouver, British Columbia, Canada V7Y 1G5
(604) 685-9775
(Address and Telephone Number of Registrant's Principal Executive Offices)

DL Services Inc. Columbia Center, 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104 (206) 903-8800	Copies to: Jason K. Brenkert Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202-5549 (303) 629-3400
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

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	EXK	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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, 262,323,863 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 its 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

This Amendment No. 1 (this "Amendment") amends the Annual Report on Form 40-F/A of Endeavour Silver Corp. (the "Company") originally filed with the Securities and Exchange Commission ("SEC") on March 30, 2026 (the "Original Annual Report"), solely to file the Company's Amended Annual Information Form dated April 10, 2026 ("Amended AIF"), which has been amended and filed with the securities regulators in Canada in order to correct certain inadvertent typographical errors contained in the table for Silver-Lead-Zinc Indicated Resources under Section 4.4, such that the corrected disclosure aligns with the applicable technical report and the Company's historical mineral resource disclosure. This Amendment consists solely of (i) a Cover Page, (ii) this Explanatory Note, (iii) an updated reference to the Amended Annual Information Form, (iv) an updated Exhibit Index, (v) new certifications required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed as Exhibits 99.4 and 99.5 hereto, (vi) updated consents from certain experts related to corrected information in the Amended AIF and (vii) a signature page. Because no updates to disclosure controls and procedures or internal control over financial reporting have been included in this Amendment, paragraphs 4 and 5 of the certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events that have occurred after the Original Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.

ANNUAL INFORMATION FORM

The Company's Amended AIF for the fiscal year ended December 31, 2025 is filed as Exhibit 99.1 to this annual report on Form 40-F/A and is incorporated by reference herein.

EXHIBIT INDEX

The following exhibits have been filed as part of this annual report on Form 40-F/A:

Exhibit	Description

97*	Incentive Compensation Clawback Policy

Annual Information

99.1	Amended Annual Information Form of the Company for the year ended December 31, 2025

99.2**	The following audited consolidated financial statements of the Company, are exhibits to and form a part of this annual report:

	Independent Registered Public Accounting Firm's Reports on Consolidated Financial Statements and Effectiveness of Internal Control Over Financial Reporting (KPMG LLP, Vancouver, BC, Canada, Auditor Firm ID:85)

	Consolidated Statements of Financial Position as of December 31, 2025 and 2024

	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 and December 31, 2024

	Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2025 and December 31, 2024

	Consolidated Statements of Cash Flow for the years ended December 31, 2025 and December 31, 2024

	Notes to Consolidated Financial Statements

99.3**	Management's Discussion and Analysis

Certifications

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

Consents

99.8**	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

99.9**	Consent of Greg Baylock, SME-RM

99.10**	Consent of WSP USA Inc

99.11**	Consent of Paul Ivancie, P.G.

99.12**	Consent of Kirk Hanson, P.E.

99.13	Consent of Dale Mah, P. Geo.

99.14**	Consent of Donald Gray, SME-RM

99.15	Consent of Richard A. Schwering, P.G., SME-RM., of Hard Rock Consulting, LLC

99.16	Consent of Allan Armitage, Ph. D., P. Geo., of SGS Geological Services

99.17**	Consent of Ben Eggers, MAIG, P. Geo of SGS Geological Services

99.18**	Consent of Henri Gouin, P. Eng. Of SGS Geological Services

99.19**	Consent of Henry Kim, P. Geo

99.20**	Consent of Alan Drake, P.L. Eng.

101**	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)

* Filed as an exhibit to the Registrant's Annual Report on Form 40-F for the year ended December 31, 2023 and incorporated herein by reference.
**Filed as an exhibit to the Registrant's Original Annual Report of Form 40-F filed on March 30, 2026 and incorporated herein by reference.

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/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

	ENDEAVOUR SILVER CORP.

	By:	/s/ Daniel Dickson
	Name:	Daniel Dickson
	Title:	Chief Executive Officer

Date: April 10, 2026

Amendment: SEC Form 40-F/A filed by Endeavour Silver Corporation