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Seabridge Gold (SA) details CFO retirement, new finance leadership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Seabridge Gold reported planned leadership changes in its finance team. Long-serving Chief Financial Officer Chris Reynolds will retire effective March 31, 2026, after completing the 2025 audit and filing the annual financial statements, marking the end of a 15-year tenure with the company.

Greg Martin will join Seabridge on March 2, 2026 and become Chief Financial Officer on March 31, 2026 to allow for a smooth handover. He brings extensive mining-sector experience in corporate finance, treasury, and joint ventures. The company is also promoting Finance Director Hassan Esmaeili to Vice President, Finance, bolstering depth in its finance leadership.

Positive

  • None.

Negative

  • None.

Insights

Planned CFO succession with experienced external hire looks orderly and neutral.

Seabridge Gold outlines a scheduled CFO transition, with Chris Reynolds retiring on March 31, 2026 after completing the 2025 audit. This suggests an organized handover rather than an abrupt leadership change.

Incoming CFO Greg Martin joins on March 2, 2026, providing overlap with the outgoing CFO. His background as CEO of Nevada Copper and EVP/CFO at SSR Mining indicates familiarity with mining finance and joint ventures, which aligns with the company’s stated project plans.

The promotion of Hassan Esmaeili to Vice President, Finance, maintains continuity within the finance team. Overall, the disclosure focuses on strengthening leadership depth, with the actual impact depending on execution and future strategic decisions disclosed in subsequent company communications.

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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 1-32135

SEABRIDGE GOLD INC.
(Name of Registrant)

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
(Address of Principal Executive Office)

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 [X]


SIGNATURE

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.

  Seabridge Gold Inc.
  (Registrant)
     
  By:  /s/ Chris Reynolds
  Name: Chris Reynolds
  Title: VP Finance and CFO
     
     
     
Date: February 13, 2026    


EXHIBITS

Exhibit   Description
   
99.1   Material Change Report dated February 12, 2026



FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Seabridge Gold Inc. ("Seabridge" or the "Company")
Suite 400 - 106 Front Street East
Toronto, ON M5A 1E1

Item 2: Date of Material Change

February 12, 2026

Item 3: News Release

The news release announcing the material change referred to in this report was disseminated on February 12, 2026 through Newsfile/TSX and a copy has been filed under Seabridge's profile on SEDAR.

Item 4: Summary of Material Change

The Company announced that effective March 31, 2026, Christopher Reynolds will retire as Vice President Finance & Chief Financial Officer, and Greg Martin is appointed Chief Financial Officer effective of March 31, 2026. Greg Martin will join the Company March 2, 2026 to ensure a smooth transition.

Item 5:

5.1 Full Description of Material Change

Please see attached Schedule "A"

5.2 Disclosure for Restructuring Transaction

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.

Item 8: Executive Officer

For further information, please contact Rudi Fronk, Chair and Chief Executive Officer of Seabridge, at (416) 367-9292.

Item 9: Date of Report

February 12, 2026.


___________________

Rudi Fronk, Chair & CEO


Schedule A

News Release

Trading Symbols: TSX: SEA FOR IMMEDIATE RELEASE
  NYSE: SA February 12, 2026

Seabridge Gold Announces Key Management Changes

Toronto, Ontario… Toronto, Canada... Seabridge Gold (TSX:SEA) (NYSE:SA) announced today the upcoming retirement of its Chief Financial Officer, Chris Reynolds. After 15 years of dedicated service, Chris will step down from the role effective March 31, 2026, following completion of the 2025 audit and filing the annual financial statements. He leaves behind a legacy of financial stewardship, strategic growth, and lasting relationships.

Chris became part of the team in 2011 and played an important role in advancing Seabridge through significant change and growth. He established a strong focus on financial reporting, built a finance team, cultivated cybersecurity and risk management, and helped secure ongoing funding to advance key projects - all of which have been crucial to Seabridge's ongoing success. The company values Chris's dedication, leadership, and contributions throughout his tenure.

"It has been an honor to serve as CFO of Seabridge Gold," said Chris. "I am proud of what we have accomplished together and have great confidence in the company's future."

With the retirement of Chris, Seabridge is pleased to announce the appointment of Greg Martin as its Chief Financial Officer effective March 31, 2026. Greg will join Seabridge on March 2nd to ensure a smooth transition with Chris. Greg brings deep experience in the areas of corporate finance, treasury, corporate development and building strong teams. Greg has recently held the role of CEO of Nevada Copper, EVP and CFO at SSR Mining, and other executive roles with NovaGold, Zincore Metals, and Placer Dome. He has managed acquisitions and significant joint ventures in the mining industry which will prove valuable for the establishment of a joint venture on our KSM project. His diverse background and education underline his strategic mindset, adaptability, and competitive drive.

"We are excited to welcome Greg to our leadership team," said Rudi Fronk, CEO. "With his deep expertise in financial management and strategic planning, we are confident that he will be a great addition to the executive team and help drive our company's next phase of development as a joint venture partner and producer."

Greg commented, "I am thrilled to join Seabridge Gold at a pivotal juncture for the KSM project and the Company. I look forward to working with this talented team to continue building on its success."

Seabridge is also pleased to announce the promotion of current Finance Director, Hassan Esmaeili, to Vice President, Finance. Hassan joined Seabridge in 2018 and has over 20 years of extensive experience in financial reporting, auditing and systems with organizations such as DeBeers and KPMG. With the addition of Greg and the promotion of Hassan, Seabridge's finance team continues to possess depth and invaluable experience.

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada

416-367-9292 www.seabridgegold.com


About Seabridge Gold

Seabridge holds a 100% interest in several North American gold projects. Seabridge's principal asset, the KSM project, and its Iskut projects are located in Northwest British Columbia, Canada's "Golden Triangle", the Courageous Lake project is in Canada's Northwest Territories, the Snowstorm project in the Getchell Gold Belt of Northern Nevada and the 3 Aces project is in the Yukon Territory. For a full breakdown of Seabridge's Mineral Reserves and Mineral Resources by category please visit Seabridge's website at http://www.seabridgegold.com.

Neither the Toronto Stock Exchange, the OTC, nor their Regulation Services Providers accepts responsibility for the adequacy or accuracy of this release.

ON BEHALF OF THE BOARD

"Rudi Fronk"

Chair & C.E.O.

For further information please contact:

Rudi P. Fronk, Chair and C.E.O.

Tel: (416) 367-9292

Email: info@seabridgegold.com


FAQ

What management change did Seabridge Gold (SA) announce in this 6-K?

Seabridge Gold announced that longtime CFO Chris Reynolds will retire effective March 31, 2026. The company is appointing Greg Martin as Chief Financial Officer on the same date, with Martin joining on March 2, 2026 to support a smooth leadership transition.

Who is replacing Chris Reynolds as CFO of Seabridge Gold (SA)?

Greg Martin will replace Chris Reynolds as Chief Financial Officer effective March 31, 2026. He brings experience in corporate finance, treasury, corporate development, and mining-sector joint ventures from roles at Nevada Copper, SSR Mining, NovaGold, Zincore Metals, and Placer Dome.

When will Seabridge Gold (SA) CFO Chris Reynolds retire?

Chris Reynolds will retire as Chief Financial Officer on March 31, 2026. He is expected to complete the 2025 audit and filing of annual financial statements before stepping down, after approximately 15 years of service with Seabridge Gold.

What internal promotion did Seabridge Gold (SA) disclose in its material change report?

Seabridge Gold disclosed the promotion of Finance Director Hassan Esmaeili to Vice President, Finance. Esmaeili joined the company in 2018 and has over 20 years of experience in financial reporting, auditing, and systems with organizations including DeBeers and KPMG.

Why did Seabridge Gold (SA) file this material change report?

The report was filed to document a material change in key management. It covers the planned retirement of CFO Chris Reynolds, the appointment of Greg Martin as incoming CFO, and the promotion of Hassan Esmaeili to Vice President, Finance, effective in early 2026.

What experience does incoming Seabridge Gold (SA) CFO Greg Martin bring?

Greg Martin brings extensive mining and finance experience, having served as CEO of Nevada Copper and EVP/CFO at SSR Mining, with additional executive roles at NovaGold, Zincore Metals, and Placer Dome. His background includes managing acquisitions and significant joint ventures in the mining industry.

Filing Exhibits & Attachments

1 document