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:
* 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