Largo Inc.: Form 40-F/A - Filed by newsfilecorp.com

40-F/A 1 form40fa.htm FORM 40-F/A Largo Inc.: Form 40-F/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

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

[X] 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: 001-40333

Largo Inc.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English (if applicable))

Ontario, Canada
(Province or other jurisdiction of incorporation or organization)

1400
(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable
(I.R.S. Employer Identification Number (if applicable))

1 First Canadian Place

100 King Street West, Suite 1600
Toronto, Ontario M5X 1G5
Canada
(416) 861-9797
(Address and telephone number of Registrant's principal executive offices)

C T Corporation System
1015 15^th Street, N.W., Suite 1000
Washington, DC 20005
(202) 572-3111
(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	Ticker Symbol(s)	Name of each exchange on which registered
Common Shares	LGO	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

[X] Annual information form [X] 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: 83,673, 905 common shares.

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 [X] 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 [X] 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 [X]

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). [ ]

Auditor Firm Id:	Auditor Name:	Auditor Location:
85	KPMG LLP	Toronto, Ontario, Canada

Largo Inc.

EXPLANATORY NOTE

Largo Inc. (the "Registrant") is filing this Amendment No. 1 on Form 40-F/A (this "Amendment") to its Annual Report on Form 40-F for the fiscal year ended December 31, 2025 (the "Original Filing"), which was originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2026. This Amendment is being filed to file a corrected version of Exhibit 99.3 (Management's Discussion and Analysis of the Registrant for the year ended December 31, 2025), as an incorrect version of such exhibit was inadvertently included with the Original Filing.

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Registrant's Principal Executive Officer and Principal Financial Officer are filed herewith as exhibits to this Amendment, in the Exhibit Index attached hereto, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Registrant is also 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 exhibits to this Amendment, in the Exhibit Index attached hereto.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time at which the Original Filing was made. No changes have been made to the financial statements of the Registrant as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Registrant's other filings with the SEC.

EXHIBIT INDEX

Exhibit No.	Title of Exhibit

97.1*	Largo Inc. Dodd-Frank Clawback Policy (incorporated by reference to the Registrant's Annual Report on Form 40-F for the year ended December 31, 2023, filed with the Commission on March 22, 2024)

99.1*	Annual Information Form of the Registrant for the year ended December 31, 2025 (incorporated by reference to Exhibit 99.1 to the Original Filing)

99.2*	Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2025 and 2024, together with the report of the Independent Registered Public Accounting Firm thereon (incorporated by reference to Exhibit 99.2 to the Original Filing)

99.3**	Management's Discussion and Analysis of the Registrant for the year ended December 31, 2025

99.4**	Certification of the Co-Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934

Exhibit No.	Title of Exhibit

99.5**	Certification of the Co-Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934

99.6**	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934

99.7**	Certification of the Co-Chief Executive Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002

99.8**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002

99.9*	Consent of Independent Registered Public Accounting Firm - KPMG LLP (PCAOB ID: 85) (incorporated by reference to Exhibit 99.9 to the Original Filing)

99.10*	Consent of Branca Horta Abrantesx (incorporated by reference to Exhibit 99.10 to the Original Filing)

99.11*	Consent of Fabio Valerio Xavier (incorporated by reference to Exhibit 99.11 to the Original Filing)

99.12*	Consent of Guilherme Gomides Ferreira (incorporated by reference to Exhibit 99.12 to the Original Filing)

99.13*	Consent of Paulo Roberto Bergmann (incorporated by reference to Exhibit 99.13 to the Original Filing)

99.14*	Consent of Porfirio Cabaleiro Rodriguez (incorporated by reference to Exhibit 99.14 to the Original Filing)

101.INS*	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 eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101).

* Previously filed.

** Filed herewith.

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 and has duly caused this Amendment No.1 to the Registrant's Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Largo Inc.

	By:	/s/ Diogo Silva
		Name: Diogo Silva
		Title: Chief Financial Officer
Date: April 1, 2026

Amendment: SEC Form 40-F/A filed by Largo Inc.