Largo Inc. (LGO) terminates US$56M iron ore sale after missed payment

Rhea-AI Filing Summary

Largo Inc. reports that its previously announced iron ore sale agreement has been terminated after the buyer failed to make an initial payment. The deal covered approximately 4.5 million tonnes of iron ore calcine material for total consideration of US$56 million.

The definitive iron ore agreement, signed on January 20, 2026, required an initial payment of US$2.9 million, originally due by January 30, 2026 and later deferred to February 9, 2026. After the payment was still not received by the cure deadline of February 20, 2026, the agreement was terminated in accordance with its terms. Largo states that it intends to pursue its rights and remedies against the counterparty under the agreement.

Positive

• None.

Negative

• Termination of US$56 million iron ore sale agreement – Largo ended a definitive contract covering approximately 4.5 million tonnes of iron ore calcine after a required US$2.9 million initial payment was not made within the agreed cure period, removing a planned US$56 million consideration stream and creating enforcement-related uncertainty.

Insights

Mining sector and contracts analyst

Termination of a US$56M iron ore sale contract removes a planned cash inflow and introduces collection and enforcement uncertainty.

Largo had secured a binding term sheet to sell about 4.5 million tonnes of iron ore calcine for aggregate consideration of US$56 million, then signed a definitive agreement on January 20, 2026. This arrangement represented a sizable prospective revenue stream tied to existing material.

The contract required an initial US$2.9 million payment, deferred once to February 9, 2026. After the counterparty missed that payment and a cure period through February 20, 2026, Largo terminated the agreement as permitted by its terms. The company now intends to pursue its rights and remedies against the counterparty, which may involve additional time and cost, with outcomes dependent on enforcement and any negotiations described in future disclosures.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-40333

LARGO INC.

(Translation of registrant's name into English)

1 First Canadian Place,

100 King Street West, Suite 1600

Toronto, Ontario M5X 1G5

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐              Form 40-F ☒

Exhibit Index

Exhibit		Description
99.1		Material Change Report dated February 25, 2026

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, thereunto duly authorized.

Date: February 25, 2026

LARGO INC.

By: /s/ Daniel Tellechea
Name: Daniel Tellechea
Title: Co-Chief Executive Officer

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Largo Inc. (the "Company")

First Canadian Place

100 King Street West, Suite 1600

Toronto, Ontario, Canada M5X 1G5

Item 2 Date of Material Change

February 23, 2026.

Item 3 News Release

On February 23, 2026, the Company issued a news release indicating the material change, which was disseminated on the Business Wire news service.

Item 4 Summary of Material Change

On February 23, 2026, the Iron Ore Agreement (as defined below) was terminated in accordance with its terms due to the required payment obligation not being received within the cure period provided by the Company. The Company intends to pursue its rights and remedies against the counterparty.

Item 5.1 Full Description of Material Change

On December 31, 2025, the Company received a binding term sheet for the sale of approximately 4.5 million tonnes of iron ore calcine material for an aggregate consideration of US$56 million. On January 20, 2026, the Company signed a definitive agreement substantially on such terms previously announced (the "Iron Ore Agreement").

As previously disclosed in the Company's February 5 and 12, 2026 news releases, the Iron Ore Agreement was subject to receipt of an initial payment of US$2.9 million originally due by January 30, 2026.

The Company agreed to defer the initial payment until February 9, 2026. Since the payment was not received, the Company issued formal notice of non-compliance and provided the counterparty with a cure period through February 20, 2026 to satisfy the outstanding payment obligation.

The required payment was not received within such cure period and, as such, the Iron Ore Agreement was terminated in accordance with its terms. The Company intends to pursue its rights and remedies under the Iron Ore Agreement against the counterparty.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

- 2 -

Item 8 Executive Officer

Further information regarding the matters described in this report may be obtained from Daniel Tellechea, Co-Chief Executive Officer & Director, at 416-861-9797 or info@largoinc.com.

Item 9 Date of Report

February 25, 2026

FAQ

What material change did Largo Inc. (LGO) report in February 2026?

Largo Inc. reported that its iron ore sale agreement was terminated after the buyer failed to make a required initial payment by the cure deadline, removing a planned US$56 million transaction and prompting Largo to pursue its contractual rights and remedies against the counterparty.

How large was the iron ore transaction terminated by Largo Inc. (LGO)?

The terminated transaction involved a binding term sheet, and later a definitive agreement, to sell approximately 4.5 million tonnes of iron ore calcine material for aggregate consideration of US$56 million, making it a significant potential revenue source that will now not proceed under the terminated contract.

Why was Largo Inc.’s iron ore agreement terminated?

The agreement was terminated because the counterparty did not make the required US$2.9 million initial payment, even after Largo deferred the due date to February 9, 2026 and provided a cure period through February 20, 2026, leading to termination in accordance with the contract’s terms.

What initial payment was the counterparty required to make under Largo Inc.’s iron ore agreement?

The counterparty was obligated to make an initial payment of US$2.9 million, originally due by January 30, 2026 and later deferred to February 9, 2026. Failure to pay by the end of the February 20, 2026 cure period triggered termination of the agreement.

What actions does Largo Inc. plan to take after terminating the iron ore agreement?

Largo Inc. states that it intends to pursue its rights and remedies under the iron ore agreement against the counterparty. This means the company plans to use the contractual mechanisms available to seek appropriate outcomes, with specifics to be addressed in future interactions or disclosures.

When did Largo Inc. sign and later terminate the iron ore agreement?

Largo signed the definitive iron ore agreement on January 20, 2026, following a December 31, 2025 binding term sheet. After the counterparty missed the US$2.9 million initial payment and a cure period ending February 20, 2026, Largo terminated the agreement in accordance with its terms.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 5.9 KB