ero-20251231

ero-20251231_d2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F


☐			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 001-40459

ERO COPPER CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

1000

N/A

(Province or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code)

(I.R.S. Employer

Identification No.)

625 Howe Street, Suite 1050

Vancouver, British Columbia

V6C 2T6

(604) 449-9236

(Address and telephone number of registrant’s principal executive offices)

CT Corporation System

28 Liberty Street

New York, NY 10005

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities 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	ERO	New York Stock Exchange

Securities 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 registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 104,192,288 common shares were outstanding as at December 31, 2025.

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.

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). ¨

FORWARD LOOKING STATEMENTS

This Annual Report of Ero Copper Corp. (the “Company”) on Form 40-F, including the exhibits hereto (collectively, the “Annual Report”), includes certain statements that constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws and United States securities laws (collectively, “forward-looking statements”). The disclosure provided under “Cautionary Note Regarding Forward Looking Statements” on pages 3 through 6 of the Company’s Annual Information Form for the year ended December 31, 2025 (the “AIF”), attached hereto as Exhibit 99.1, is incorporated by reference herein. Forward-looking statements contained in, or incorporated by reference into, this Annual Report are made as of the date of this Annual Report and the Company disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

RESOURCE AND RESERVE ESTIMATES

The disclosure provided under “Cautionary Note Regarding Mineral Resource and Mineral Reserve Estimates” on page 8 of the AIF, attached hereto as Exhibit 99.1, is incorporated by reference herein.

DISCLOSURE CONTROLS AND PROCEDURES

A.Evaluation of disclosure controls and procedures.

Disclosure controls and procedures are designed to ensure that (i) information required to be disclosed by the Company in reports that it files or submits to the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) information required to be disclosed in the Company's reports filed under the Exchange Act is accumulated and communicated to the Company's management, including its President and Chief Executive Officer (“CEO”) and Executive Vice President and Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure.

At the end of the period covered by this Annual Report, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on that evaluation, the Company's CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the Company's disclosure controls and procedures were effective. The disclosure provided under “Disclosure Controls and Procedures and Internal Control Over Financial Reporting” on page 38 of the Management's Discussion & Analysis for the financial year ended December 31, 2025 (the "MD&A"), attached hereto as Exhibit 99.2, is incorporated by reference herein.

B.Management’s annual report on internal control over financial reporting.

The disclosure provided under “Disclosure Controls and Procedures and Internal Control Over Financial Reporting” on page 38 of the MD&A, attached hereto as Exhibit 99.2, is incorporated by reference herein.

C.Attestation Report of the Independent Registered Public Accounting Firm

KPMG LLP, Chartered Professional Accountants, Vancouver, British Columbia, Canada, Audit Firm ID: 85 (“KPMG”) acted as the independent registered public accounting firm of the Company for the financial year ended December 31, 2025. The attestation report of KPMG on management’s assessment of the Company's internal control over financial reporting is included in the “Report of Independent Registered Public Accounting Firm” filed with the Audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024, attached hereto as Exhibit 99.3, and is incorporated by reference herein.

D.Changes in internal control over financial reporting.

During the period covered by this Annual Report, no change occurred in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company's management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Given the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

IDENTIFICATION OF THE AUDIT COMMITTEE AND FINANCIAL EXPERT

The Company has a separately-designated standing audit committee (the “Audit Committee”) in accordance with section 3(a)(58)(A) of the Exchange Act. As at December 31, 2025 and the date of the Annual Report, the Audit Committee consists of Jill Angevine (Chair), Lyle Braaten, Faheem Tejani and John Wright , all of whom are independent under the criteria of Rule 10A-3 of the Exchange Act as required by the New York Stock Exchange (the “NYSE”).

The Company’s board of directors (the “Board”) has determined that each of Ms. Angevine and Mr. Tejani are an “audit committee financial expert” within the meaning of the Commission’s rules. The Commission has indicated that the designation of Ms. Angevine and Mr. Tejani as an audit committee financial expert does not make any of them an “expert” for any purpose, does not impose on Ms. Angevine and Mr. Tejani any duties, obligations or liability that are greater than those imposed on any of them as a member of the Audit Committee and the Board in the absence of such designation, and does not affect the duties, obligations or liability of any other member of the Audit Committee or Board.

The Audit Committee’s mandate sets out its responsibilities and duties, qualifications for membership, procedures for committee appointment and reporting to the Board. A copy of the current mandate is attached to the AIF as Appendix A (see Exhibit 99.1) and is available on the Company’s website at www.ero.com.

CODE OF CONDUCT

The Company has adopted a Code of Business Conduct and Ethics (the "Code of Ethics") that applies to its officers and employees, including the CEO, CFO, principal accounting officer or controller and persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website at www.ero.com.

During the financial year ended December 31, 2025, no waivers of the Code of Ethics were granted and the Company did not make any amendments to its Code of Ethics. All amendments to the Code of Ethics, and all waivers of the Code of Ethics with respect to any of the officers covered by it, will be posted on the Company’s website at www.ero.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG acted as the independent registered public accounting firm of the Company for the financial year ended December 31, 2025.

The information provided under the heading “Audit Committee” on pages 147 through 149 of the AIF, attached hereto as Exhibit 99.1, is incorporated by reference herein. See page 149 of the AIF for the total amount billed to the Company by KPMG for services performed in the last two fiscal years by category of service (for audit fees, audit-related fees, tax fees, and other fees) in U.S. dollars. No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet transactions that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or cash requirements that are material to investors.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The disclosure provided under “Contractual Obligations and Commitments” on page 18 of the MD&A for the financial year ended December 31, 2025, attached hereto as Exhibit 99.2, is incorporated by reference herein.

CORPORATE GOVERNANCE PRACTICES

There are certain differences between the corporate governance practices applicable to the Company and those applicable to U.S. companies under NYSE listing standards. A summary of the significant differences can be found on the Company's website at www.ero.com.

UNDERTAKINGS

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission 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.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the Commission a written consent to service of process and power of attorney on Form F-X with respect to the class of securities in relation to which the obligations to file this Annual Report arises. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Registration Statement.


Exhibit Number						Documents
97						Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 40-F of the Company filed with the Securities and Exchange Commission on March 7, 2024)
99.1						Annual Information Form for the year ended December 31, 2025
99.2						Management’s Discussion and Analysis for the year ended December 31, 2025
99.3						Audited Consolidated Financial Statements for the years ended December 31, 202 5 and 2024
99.4						Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5						Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
99.7						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
99.8						Consent of KPMG LLP
99.9						Consent of Porfirio Cabaleiro Rodriguez, FAIG
99.10						Consent of Bernardo Horta de Cerqueira Viana, FAIG
99.11						Consent of Fábio Valério Câmara Xavier, MAIG
99.12						Consent of Ednie Rafael Moreira de Carvalho Fernandes, MAIG
99.13						Consent of Dr. Beck Nader, FAIG
99.14						Consent of Alejandro Sepulveda, Registered Member (No. 0293) (Chilean Mining Commission)
99.15						Consent of Branca Horta de Almeida Abrantes, MAIG
99.16						Consent of Hugo Ribeiro de Andrade Filho, FAusIMM (CP)
99.17						Consent of Leonardo de Moraes Soares, MAIG
99.18						Consent of Paulo Roberto Bergmann, FAusIMM
99.19						Consent of Kevin Murray, P. Eng.
99.20						Consent of Ausenco Engineering USA South Inc.
99.21						Consent of Scott C. Elfen, P.E.
99.22						Consent of Carlos Guzmán, FAusIMM RM CMC
99.23						Consent of Emerson Ricardo Re, MSc, MBA, MAusIMM (CP) (No. 305892), Registered Member (No. 0138) (Chilean Mining Commission)
99.24						Consent of Joao Estevao Jr., MAIG
99.25						Consent of Enrique Alfonso Rubio Esquivel, Registered Member (No. 255) (Chilean Mining Commission)
99.26						Consent of Luis Bernal Venegas, Registered Member (No. 415) (Chilean Mining Commission)
99.27						Consent of Ricardo Martín Miranda Díaz, Registered Member (No. 145) (Chilean Mining Commission)
99.28						Consent of Cid Gonçalves Monteiro Filho, SME RM (04317974), MAIG (No. 8444), FAusIMM (No. 329148)

101.0						Interactive Data File (formatted as Inline XBRL)
104.0						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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



ERO COPPER CORP.

/s/ Deepk Hundal
Name:						Deepk Hundal
Title:						Executive Vice President, General Counsel and Corporate Secretary

Date: March 30, 2026

SEC Form 40-F filed by Ero Copper Corp.