SSR Mining : Proxy Statement (SSR Mining 2026 Proxy Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box:

• Preliminary Proxy Statement

• Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  ☒ Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material Pursuant to §240.14a-12

  SSR MINING INC.

  (Name of Registrant as Specified in Its Charter)

  (Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

  ☒	No fee required.
  ☐	Fee paid previously with preliminary materials.
  ☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

  SSR Mining Inc.

  2026 Proxy Statement

  
  
  
  
  

  6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237 https://www.ssrmining.com

  
  
  

  March 25, 2026 Dear Shareholder:

  We are pleased to invite you to the Annual Meeting of Shareholders (the "Annual Meeting") of SSR Mining Inc. (the "Company," "we," "us" or "our"), which will be held virtually on May 7, 2026 at 10:00 a.m. MDT (Denver).

  The Annual Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders, and we look forward to your participation. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describes the business to be conducted at the Annual Meeting and provides information on the Company's approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. We conduct Shareholder outreach throughout the year and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach efforts.

  Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares.

  If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Alliance Advisors, our proxy solicitation agent, by calling toll-free at 1-833-215-7305 (for Shareholders in the United States) or 1-209-637-2733 (for Shareholders outside the United States) or by e-mail at [e-mail].

  The Board of Directors and management look forward to your participation at the Annual Meeting and thank you for your continued support.

  Sincerely,

  
  
  
  
  

  /s/ Rod Antal /s/ Thomas R. Bates, Jr.

  Rod Antal Thomas R. Bates, Jr.

  Executive Chairman Lead Independent Director

  
  
  

  NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

  Date and Time: May 7, 2026, 10:00 a.m. MDT (Denver)

  Place: The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, Shareholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting https:// meetnow.global/MSL6VUX and entering the control number included on your proxy card.

  Items of Business: • To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of Shareholders and until their respective successors are elected and qualified, or until their earlier resignation or removal;

  • To approve on an advisory (non-binding) basis, the compensation of the Company's named executive officers disclosed in this Proxy Statement;

  • To ratify the appointment of PricewaterhouseCoopers LLP, United States as our independent registered public accounting firm for fiscal year ending December 31, 2026; and

  • To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.

Record Date: The Board of Directors set March 9, 2026 as the record date for the Annual Meeting (the "Record Date"). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

Voting: Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy-related materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 2025 and the 2026 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/edgar.shtml) and SEDAR+ (www.sedarplus.ca). You can also request copies of these documents by contacting the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by telephone at 1-866-962-0498.

By order of the Board of Directors,

/s/ Eric Gunning

Eric Gunning Corporate Secretary March 25, 2026

TABLE OF CONTENTS

LETTER TO SHAREHOLDERS	i		Named Executive Officers	27
NOTICE OF ANNUAL MEETING OF			Board Oversight and Compensation Governance	28
SHAREHOLDERS	ii		Compensation-Related Risk	29
TABLE OF CONTENTS	iii		Compensation Decision-Making Process	29
BUSINESS OF THE MEETING	1		Shareholder Engagement	31
Meeting Format	1		Communications with the Board	34
Record Date and Entitlement to Vote	1		Elements of Compensation	34
Items of Business	1		2025 Compensation Results	37
Voting Policies	2		Executive Share Ownership Guidelines	40
General Information	2		Employment Agreements	40
Annual Report on Form 10-K and Additional Information	2		Policies and Procedures on the Timing of Equity Awards in
PROPOSAL No. 1 - Election of Directors	3		Relation to the Disclosure of Material Non-Public Information	41
ELECTION OF DIRECTORS	4		Tax and Accounting Considerations	41
Our Board of Directors	4		EXECUTIVE COMPENSATION TABLES	42
Board Leadership Structure	4		Summary Compensation Table	42
Role of Lead Independent Director	4		Grants of Plan-Based Awards	43
Skills Matrix and Composition of the Board	5		Outstanding Equity Awards at Fiscal Year-End	44
CORPORATE GOVERNANCE	12		Option Exercises and Stock Vested	45
Board Tenure and Term Limits	12		Pension Benefits and Nonqualified Deferred Compensation	45
Director Independence	12		Tables
Criteria for Board Membership and Succession Planning	13		Potential Payments upon Termination or Change in Control	45
Inclusion	13		CEO Pay Ratio	47
Performance of the Board	14		Pay Versus Performance	48
Director Orientation and Continuing Education	15		PROPOSAL No. 3 - Ratification of Appointment of
Board Meetings	15		Independent Registered Public Accounting Firm	51
Board and Committee Chair Position Descriptions	16		REPORT OF THE AUDIT COMMITTEE	52
Board Committees	16		Risk Management and Conflicts of Interest	52
Bankruptcies; Corporate Cease Trade Orders	18		Independent External Auditor	52
Procedures for Approval of Related Persons Transactions	18		Recommendations	54
Anti-Hedging Policy	19		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
Ethics & Compliance Training	19		OWNERS AND MANAGEMENT	55
SUSTAINABILITY, HEALTH AND SAFETY AND COMMUNITY			Certain Beneficial Owners	55
AND COMMUNITY	20		CERTAIN RELATIONSHIPS AND RELATED PARTY
Sustainability	20		TRANSACTIONS	57
Health and Safety	20		Related Party Transactions	57
Community	21		Interest of Certain Persons in Matters to be Acted Upon	57
HUMAN CAPITAL MANAGEMENT	21		Management Contracts	57
DIRECTOR COMPENSATION	22		Indebtedness of Officers and Directors	57
Non-Executive Director Share Ownership Guidelines	23		OTHER MATTERS	57
PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding)			FORWARD-LOOKING INFORMATION	58
Basis, of the Compensation of the Company's Named	24		GENERAL VOTING MATTERS	59
Executive Officers Disclosed in the 2026 Proxy Statement			Voting Rights	59
REPORT OF THE COMPENSATION & LEADERSHIP			How to Vote	59
DEVELOPMENT COMMITTEE	25		Revoking a Proxy	60
Shareholder Outreach	25		Solicitation	60
Recommendations	25		Votes Required	60
COMPENSATION DISCUSSION AND ANALYSIS	26		Quorum	61
Compensation Philosophy	26		Notice-and Access	61

Householding	61		Appointment of a Third-Party as Proxy	65
Shareholder Proposals for the 2027 Annual Meeting of			To Register your Proxyholder	66
Shareholders	61		Deadlines for Voting	66
Future Annual Meeting Business	61		Revoking your Proxy	67
Voting Results	62		Revocation of Voting Instruction Forms and Proxies	67
VOTING INSTRUCTIONS	63		Additional Questions or Issues related to Voting your Shares	67
Registered Shareholder Voting	63		APPENDIX A - Non-GAAP Measure - AISC	A-1
Non-Registered Shareholder Voting	64		APPENDIX B - How to Participate in the Meeting Online	B-1
Canada - Voting Instructions	65		PROXY CARD AND NOTICE OF AVAILABILITY

BUSINESS OF THE MEETING

The 2026 Annual Meeting (the "Annual Meeting") of holders of common shares ("Shareholders") of SSR Mining Inc. ("SSR Mining," the "Company," "we," "us" and "our") will take place on May 7, 2026 at 10:00 a.m. MDT (Denver).

This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company's website (https://www.ssrmining.com). The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the "SEC") on EDGAR or with Canadian regulatory authorities through SEDAR+.

Meeting Format

The Annual Meeting will be held exclusively online as a live audio webcast. There will be no physical meeting location. Shareholders may access and participate in the Annual Meeting by visiting https://meetnow.global/ MSL6VUX. All Shareholders as of the record date may attend and listen to the webcast, as well as vote during the Annual Meeting by following the instructions listed on their proxy card. The webcast will begin at 10:00 a.m. MDT, on May 7, 2026. We encourage you to access the Annual Meeting prior to the start time.

You may vote prior to the Annual Meeting by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information, please refer to the "General Voting Matters" and "Voting Instructions" sections of this Proxy Statement.

Shareholders or duly appointed proxyholders may submit questions during the Annual Meeting via the virtual meeting interface. Questions regarding procedural matters or directly related to the motions before the Annual Meeting will be addressed after all business items have been presented. All other questions will be addressed during the question-and-answer session following the conclusion of the formal meeting. For specific instructions for accessing the webcast, submitting questions, or for technical support, please refer to "Appendix B: How to Participate in the Meeting Online" attached to this Proxy Statement.

Record Date and Entitlement to Vote

Only holders of the Company's common shares (the "Shares") as recorded in our stock register at the close of business on March 9, 2026 (the "Record Date"), may vote at the Annual Meeting. On March 9, 2026, there were 204,782,531 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote on any matter submitted to a vote of our Shareholders.

Items of Business

		Voting Recommendation
Proposal 1:	To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation of removal.	FOR each nominee
Proposal 2:	To approve on an advisory (non-binding) basis, the compensation of the Company's named executive officers disclosed in this Proxy Statement.	FOR
Proposal 3:	To ratify the appointment of PricewaterhouseCoopers LLP, United States as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR

Aside from the aforementioned voting matters, the Company's board of directors ("Board of Directors" or the "Board") has no knowledge of any matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, Shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Voting Policies

Under the Company's majority voting policy, all general business matters to be considered at an annual meeting of the Shareholders will each be determined by a majority of votes cast at an annual meeting by proxy or in person. General business matters include the election of each nominee proposed for election as a director of the Company in an uncontested election and the ratification of the Company's auditors, which are the matters presented at the Annual Meeting, among other general business matters as set forth in the Company's articles.

Special business matters to be considered at an annual meeting of the Shareholders will each be determined by two-thirds of votes cast at an annual meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company's articles. There are no special business matters to be considered at the Annual Meeting.

General Information

Common Shares Outstanding

As of the close of business on March 9, 2026, there were 204,782,531 Shares outstanding. The Shares trade under the symbol "SSRM" on the Nasdaq Stock Exchange ("Nasdaq") and the Toronto Stock Exchange ("TSX").

Principal Holders of Voting Securities

Based on information available to the Company and to the knowledge of the Board and executive officers of the Company, other than those Shareholders identified in the "Security Ownership of Certain Beneficial Owners and Management" section of this Proxy Statement, no person, firm or company beneficially owns, directly or indirectly, or exercises control or direction over, more than 5% of the Company's issued and outstanding voting securities.

Date of Information and Currency

Except as otherwise stated, the information contained herein is given as of March 9, 2026. Unless otherwise specified, all dollar amounts herein are expressed in United States dollars.

Annual Report on Form 10-K and Additional Information

A copy of our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as soon as reasonably practicable after filing. Such filings are also available, free of charge, through the SEC's EDGAR system and on the Company's profile on SEDAR+.

Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company's profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR+ (www.sedarplus.ca). Financial and other information of SSR Mining is provided in its audited consolidated financial statements and management's discussion and analysis for the financial year ended December 31, 2025, and in our annual report on Form 10-K which can be found under our profile on EDGAR and on SEDAR+ and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at [phone]. The information is on our website and shall not be deemed to be a part of this Proxy Statement.

PROPOSAL No. 1

Election of Directors

Shareholders are asked to elect eight (8) directors. All nominees have established their eligibility and willingness to serve as directors. The Board has determined that, at the present time, there will be eight (8) directors. For more information on the nominees, please refer to the "Election of Directors" section of this Proxy Statement. Nominees will, subject to actions that may be taken in compliance with the Company's Articles and applicable corporate law, hold office until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with the Company's Articles or applicable corporate law.

Majority Voting Policy

The Company's majority voting policy states that any nominee proposed for election as a director of the Company in an uncontested election must be elected by a majority of the votes cast. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Executive Chairman. The Corporate Governance and Nominating Committee (the "Governance Committee") will consider such resignation and will make a recommendation to the Board and, absent exceptional circumstances, the Board will accept the resignation of such nominee. Within 90 days of the Annual Meeting, the Board will issue a press release disclosing the Board's decision to accept or reject the nominee's resignation. If the Board determines not to accept the nominee's resignation, the press release will fully state the reasons for that decision. The nominee will not participate in any committee or Board deliberations regarding their resignation offer.

The Board recommends that Shareholders vote FOR each of the proposed nominees (or for substitute nominees in the event of contingencies not known at present). Unless otherwise instructed, the persons designated on the form of proxy intend to vote FOR the proposed nominees (or for substitute nominees in the event of contingencies not known at present).

ELECTION OF DIRECTORS

Our Board of Directors

The Board has the responsibility for the stewardship of the Company and to oversee management's conduct of the business of the Company. The Board's fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner.

Board Leadership Structure

Our Board of Directors Charter, which is available on our website at https://www.ssrmining.com, does not have a policy that requires the combination or separation of the roles of Chairman of the Board ("Chair") and a Chief Executive Officer, or its equivalent, an Executive Chairman ("CEO"), and provides the flexibility for the Board to modify our leadership structure to support the best interests of the Company. Annually, the Governance Committee reviews the Board leadership structure in light of the Company's current needs and selects the Chair taking into account what is in the best interest of Shareholders. Our Board of Directors Charter states that if the Chair is not independent, the Board will appoint a Lead Independent Director from among its independent directors. The Lead Independent Director role includes a comprehensive set of duties designed to ensure strong independent leadership, as outlined below under "Lead Independent Director."

The Board believes that Mr. Rod Antal continues to be the most qualified individual to fill the role of Chair as our Executive Chairman with Mr. Thomas R. Bates, Jr. serving as the Lead Independent Director. Mr. Antal's extensive experience and intricate understanding of the Company's strategic priorities, along with his deep global mining experience, provide continuity and focused leadership. The appointment also serves to ensure the continuity of the Company's strategy and long-term stakeholder relationships. Mr. Bates's role as Lead Independent Director brings valuable independent insight and helps to ensure the Board's ability to make balanced, well-informed decisions. Together, their complementary experience and expertise has strengthened accountability, innovation, and strategic direction, placing the Company on a path toward sustained growth and success. We believe this structure provides the necessary oversight and reflects good corporate governance.

The Board does not believe the Executive Chairman serving in the capacity as CEO provides the Executive Chairman with undue authority over the Board and management, nor does it allow the Executive Chairman to pursue actions for his personal gain. The independent directors, with the Lead Independent Director, evaluate the performance of the Executive Chairman in his role as CEO and set his compensation.

Role of Lead Independent Director

The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include:

• presiding at meetings of the Board when the Executive Chairman is absent;

• presiding at, and developing agendas for, executive session of independent directors;

• full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors;

• providing feedback from executive session of independent directors to the Executive Chairman;

• ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee;

• reviewing and assessing potential conflicts of interest of all directors;

• providing the Executive Chairman with feedback and counsel concerning the interactions with the Board;

• attending annual shareholder meeting as representative of the Board;

• assisting with aligning governance structures with the Company's strategy;

• recommending to the Board and Committees the retention of advisors; and

• leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions.

  Skills Matrix and Composition of the Board

  The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board's consideration. The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that led to the Board's conclusion that the person should serve as a director of the Company.

  Each of the director nominees possesses the qualifications, skills and experiences that the Governance Committee believes are essential to direct and oversee the company's long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes:

• relevant industry knowledge, which can include serving as a senior leader at a company in a related industry or providing advisory financial, compliance, risk management, financial reporting, auditing, regulatory or other services to companies within a related industry;

• strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit;

• executive leadership experience leading large, complex organizations;

• international experience, including exposure to a range of political, cultural, and regulatory requirements and an understanding of the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders; and

• public company board experience for at least one year.

Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, sustainability, information technology, and corporate governance competencies are important skills necessary for overseeing the business operations and performance of the Company and setting the strategic direction. These skills are represented across our director nominees as a group.

The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board. Each director possesses skills in addition to those identified in the matrix.

	Overview of our Board's Profile	Rod Antal	Thomas R. Bates, Jr.	Brian R. Booth	Alan P. Krusi	Daniel Malchuk	Laura Mullen	Kay Priestly	Karen Swager	Total
Skills and Core Capabilities	Corporate Finance & Capital Allocation									5
	Risk Management									7
	Mergers & Acquisitions									7
	Mining Operations									4
	Human Capital Management									4
	Financial Reporting									4
	Environmental, Health, Safety & Sustainability									6
	Governance									6
	Information Technology & Cybersecurity									2
	Government Relations									5
	Supply Chain Management									2
Attributes	Public Company Board Experience									8
	Executive Management / Strategic Leadership									8
	Relevant Industry Knowledge									8
	International									8
Board Composition	Age	59	76	66	71	60	65	70	55	Average 65
	Board Tenure	5.6	5.6	9.9	5.6	2.3	1.2	5.6	3.3	Average 4.9
	Independence	CEO								7 88%
	Self-identified Diversity									4 50%
	Current Membership on Other Public Boards	0	2	2	1	1	1	1	0	Average 1

Corporate Finance & Capital Allocation - Executive experience with primary responsibility for developing and implementing capital allocation frameworks and strategies for public companies. Experience to include evaluating investment opportunities and analysis, assessing and mitigating financial risks associated with capital allocation decisions, setting thresholds for financial returns, optimizing asset portfolios, raising equity, and managing debt financing.

Environmental, Health, Safety & Sustainability -Executive experience with primary responsibility for EHS&S in a public industrial or extractive company. Experience to include integrating EHS&S practices and initiatives including evaluating key environmental impacts, risks and opportunities. Experience leading social responsibility and community programs, ensuring workplace health and safety, and maintaining licenses to operate.

Risk Management - Executive experience with responsibility for enterprise risk management, including identifying, assessing, and monitoring risk controls and exposures, implementing risk mitigation strategies, and ensuring compliance with industry regulations and standards.

Governance - Executive experience developing, implementing, and maintaining governance policies and procedures across a public company. Experience to include designing and implementing global compliance and governance programs across various cultures and geographies.

Mergers & Acquisitions - Executive experience with responsibility over identifying and executing strategic transactions. Experience to include conducting financial valuations and modeling, negotiating, structuring and executing mergers, acquisitions, assets sales and/or disposals, and leading integration efforts.

Information Technology & Cybersecurity - Executive experience managing information technology infrastructure and cybersecurity efforts, including conducting risk assessments and implementing risk mitigation strategies, maintaining disaster recovery and business continuity plans, employing data protection measures and privacy controls.

Mining Operations - Executive experience in mining operations. Experience to include extraction, processing, operations, safety and compliance, resource and equipment optimization, budgeting and cost management, environmental stewardship, and stakeholder management.

Human Capital Management - Executive experience in human capital management in a public company. Experience to include organizational design, talent acquisition, employee development, succession planning, change management, collective labor, and compliance with HR policies, labor laws, and regulations.

Government Relations - Executive experience navigating the workings of foreign governments or experience in diplomatic relations. Experience to include engaging in face-to-face meetings with foreign government officials and regulators to cultivate relationships, collaborate, and advocate for business interests, particularly in emerging markets.

Supply Chain Management - Executive experience leading supply chain operations. Experience to include global supply chain management, profit and loss management, securing supply lines and supplier performance, inventory and warehouse management, and process optimization.

Financial Reporting - Executive experience as a chief financial officer and/or chief executive officer of a public company, or as an external audit partner. Experience to include financial reporting, compliance with accounting standards, preparation of financial statements, strategic capital management, and internal controls.

In addition to the skills of the Board members set forth above, the Board regularly engages subject matter experts to supplement the Board's skills, including compensation consultants, cybersecurity and information security experts, governance advisors and environmental specialists.

The following profiles summarize the skills, experience and qualifications of each director nominee.

Rod Antal

Mr. Antal was appointed Executive Chairman of SSR Mining in June 2023. Previously, Mr. Antal served as President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold's Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 30 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions. In 2025, Mr. Antal was re-elected as a director receiving 90.60% of the votes cast in favor with 9.40% of the votes withheld.

Executive Chairman Director Skills

▶ Risk Management ▶ Mergers & Acquisitions Director Since: 2020 ▶ Mining Operations ▶ Governance

▶ Environmental, Health, Safety & Sustainability ▶ Government Relations

Age: 59 ▶ Corporate Finance & Capital Allocation ▶ Financial Reporting

Denver, Colorado, USA Committee Membership

None

Thomas R. Bates, Jr.

Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Lead Independent Director. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 50 years of experience in energy investing, oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Board of the Ralph Lowe Energy Institute at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He is also an instructor in the SKEMA Business School in France, where he teaches Geopolitics and Energy, and Corporate Finance. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016. In 2025, Mr. Bates was re-elected as a director receiving 63.43% of the votes cast in favor with 36.57% of the votes withheld.

Lead Independent Director Director Skills

▶ Corporate Finance & Capital Allocation ▶ Risk Management

Director Since: 2020 ▶ Mergers & Acquisitions ▶ Human Capital Management

▶ Environmental, Health, Safety & Sustainability ▶ Financial Reporting Independent ▶ Government Relations ▶ Governance

▶ Supply Chain Management

Age: 76

Committee Membership

Fort Worth, Texas, USA Audit Committee

Compensation and Leadership Development Committee

Other Public Company Boards

Tetra Technologies, Inc. Vantage Drilling International

Brian R. Booth

Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division. In 2025, Mr. Booth was re-elected as a director receiving 91.64% of the votes cast in favor with 8.36% of the votes withheld.

Director Since: 2016 Director Skills

▶ Mergers & Acquisitions ▶ Mining Operations Independent ▶ Environmental, Health, Safety & Sustainability ▶ Government Relations

Age: 66 Committee Membership

Audit Committee

West Vancouver, British Columbia, Canada

Technical, Safety and Sustainability Committee

Other Public Company Boards

GFG Resources Inc. Peninsula Energy Limited

Alan P. Krusi

Chair of the Corporate Governance and Nominating Committee(1)

Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. Mr. Krusi was a director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Granite Construction since 2018. In 2025, Mr. Krusi was re-elected as a director receiving 91.15% of the votes cast in favor with 8.85% of the votes withheld.

Director Skills

▶ Risk Management ▶ Mergers & Acquisitions

▶ Environmental, Health, Safety & Sustainability ▶ Human Capital Management

Director Since: 2020 ▶ Information Technology & Cybersecurity ▶ Governance

Independent Committee Membership

Corporate Governance and Nominating Committee

Age: 71 Technical, Safety and Sustainability Committee

Maple Valley, Washington, USA

Other Public Company Boards

Granite Construction

(1) On November 6, 2025, Mr. Krusi was appointed chair of the Corporate Governance and Nominating Committee. He stepped down as Chair of the Technical, Safety and Sustainability Committee effective as of January 1, 2026.

Daniel Malchuk

Chair of the Technical, Safety and Sustainability Committee(1)

Mr. Malchuk was appointed to the Board of Director of SSR Mining in January 2024. Mr. Malchuk brings over 30 years of strategic, operational and financial experience in the natural resource industry to the Board. He currently serves as a Director of Franco-Nevada, and as a Senior Advisor with Appian Capital Advisory. Mr. Malchuk had a long career with BHP, most recently serving as President Operations, Minerals Americas until his retirement in 2020. In this role, Mr. Malchuk had overall responsibility for the Minerals portfolio in the Americas, including copper mines in Chile, joint ventures in numerous South American countries, a multibillion-dollar potash project in Canada and global copper exploration activities. Previously, Mr. Malchuk held various leadership positions at BHP, including President of Copper; President of Aluminum, Manganese, and Nickel; President, Minerals Exploration; and Vice President, Strategy and Development. Mr. Malchuk holds a Civil Industrial Engineer degree from Universidad de Chile and an MBA from University of California at Los Angeles (UCLA) Anderson School of Management. In 2025, Mr. Malchuk was re-elected as a director receiving 91.58% of the votes cast in favor with 8.42% of the votes withheld.

Director Skills

▶ Corporate Finance & Capital Allocation ▶ Risk Management

▶ Mergers & Acquisitions ▶ Mining Operations

Director Since: 2024 ▶ Environmental, Health, Safety & Sustainability ▶ Human Capital Management

▶ Governance

Independent

Committee Membership

Age: 60 Technical, Safety and Sustainability Committee Corporate Governance and Nominating Committee

Las Condes, Santiago,

Chile Other Public Company Boards

Franco-Nevada Corporation

(1) Mr. Malchuk was appointed as Chair of the Technical, Safety and Sustainability Committee effective as of January 1, 2026.

Chair of the Audit Committee(1)

Laura Mullen

Ms. Mullen was appointed to the Board of Directors of SSR Mining in February 2025. Ms. Mullen has nearly 40 years of experience in KPMG's audit practice, serving in various leadership positions and as lead partner on numerous public companies in the technology and other industries. She is currently a Director of Granite Construction, one of the largest diversified construction and construction materials companies in the United States and serves as the Chair of Granite Construction's Audit Committee. Ms. Mullen earned a Bachelor of Science in business administration from California State University, Long Beach. She is a certified public accountant in California and member of the American Institute of Certified Public Accountants. In 2025, Ms. Mullen was re-elected as a director receiving 91.86% of the votes cast in favor with 8.14% of the votes withheld.

Director Skills

▶ Corporate Finance & Capital Allocation ▶ Risk Management

▶ Mergers & Acquisitions ▶ Financial Reporting

Director Since: 2025 ▶ Information Technology & Cybersecurity ▶ Governance

Independent Committee Membership

Audit Committee

Age: 65 Corporate Governance and Nominating Committee

Palo Alto, California, USA Other Public Company Boards

Granite Construction, Inc.

(1) Ms. Mullen was appointed as Chair of the Audit Committee effective as of February 18, 2026.

Kay Priestly

Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020. Ms. Priestly was a director at Alacer Gold from August 2019 to September 2020. Ms. Priestly served as CEO of Turquoise Hill Resources Ltd. from 2012 until her retirement in 2015 and as CFO of Rio Tinto Copper from 2008 until 2012. She was VP, Finance and CFO of Rio Tinto's Kennecott Utah Copper operations from 2006 to 2008. Ms. Priestly also served in executive management roles at American Nursing Services, Inc. and Entergy Corporation. Ms. Priestly began her career with Arthur Andersen where she progressed from Staff Accountant to Partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner - People. During her 24 years with Arthur Andersen, she provided tax, consulting and M&A services to global companies across many industries, including energy, mining, manufacturing and services. Ms. Priestly has served as a board member of TechnipFMC plc since January 2017. In 2025, Ms. Priestly was re-elected as a director receiving 91.31% of the votes cast in favor with 8.69% of the votes withheld.

Director Since: 2020 Director Skills

▶ Corporate Finance & Capital Allocation ▶ Risk Management Independent ▶ Mergers & Acquisitions ▶ Financial Reporting

▶ Governance ▶ Government Relations

Age: 70

Committee Membership

Scottsdale, Arizona, USA Audit Committee

Compensation and Leadership Development Committee

Other Public Company Boards

TechnipFMC plc

Karen Swager

Ms. Swager was appointed to the Board of Directors of SSR Mining in January 2023. Ms. Swager currently serves as Executive Vice President - Operations for The Mosaic Company. In this role, Ms. Swager is responsible for global mining and manufacturing operations, including Environment, Health and Safety organization and the North American supply chain. Previously, Ms. Swager held various leadership positions at Mosaic, including Senior Vice President, Supply Chain; Senior Vice President, Potash; Vice President, Phosphates, as well as management roles at multiple operations within the Mosaic portfolio. Ms. Swager has over 28 years of mining experience in various minerals. Ms. Swager is a licensed professional engineer in Florida and holds a Bachelor of Science degree in metallurgical engineering and a Master of Science in metallurgical engineering from Michigan Technological University, where she is a member of the Department of Chemical Engineering's Distinguished Academy. In addition, Ms. Swager holds an MBA from Northwestern University Kellogg School of Management. In 2025, Ms. Swager was re-elected as a director receiving 89.07% of the votes cast in favor with 10.93% of the votes withheld.

Chair of the Compensation and Leadership Development Committee(1)

Director Skills

▶ Risk Management ▶ Mining Operations

▶ Environmental, Health, Safety & Sustainability ▶ Human Capital Management

Director Since: 2023 ▶ Supply Chain Management ▶ Government Relations

Independent Committee Membership

Compensation and Leadership Development Committee

Age: 55 Technical, Safety and Sustainability Committee

Steinhatchee, Florida, USA Other Public Company Boards

None

(1) Ms. Swager was appointed as Chair of the Compensation and Leadership Development Committee as of January 1, 2026.

CORPORATE GOVERNANCE

At SSR Mining, we are committed to operating in an ethical, legal, environmentally sensitive, and socially responsible manner, and we, our Board and management are committed to the highest standards of corporate governance and transparency. As part of the Company's commitment to establishing best corporate governance practices, the Governance Committee actively assists the Board throughout the year by assessing the Company's overall approach to corporate governance practices, monitoring regulatory developments and public disclosures, and implementing and administering enhancements.

Our governance structure enables our experienced and accomplished directors to provide advice, insight, and oversight to advance the interests of SSR Mining and our Shareholders. We strive to maintain sound governance standards, which is reflected in our Board of Directors Charter, our Code of Business Conduct and Ethics (the "Code of Conduct"), our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls. Copies of the Company's corporate governance policies are available on the Company's website at https://www.ssrmining.com.

Board Tenure and Term Limits

The following chart provides a summary of the tenure of the Board as of the Annual Meeting date. Following the Annual Meeting, should all director nominees be elected, the average Board tenure will be approximately 4.9 years.

The Company believes that imposing term limits or a mandatory retirement age on its directors would be unduly restrictive and not in the best interest of the Company and could become an arbitrary mechanism for removing directors, which could result in valuable and experienced directors being forced to leave the Board solely because of length of service or age. Therefore, the Company has not adopted specific term limits for the directors on its Board and instead relies upon the effective annual board assessment process to ensure the ongoing efficacy of individual directors, Board committees, and the Board as a whole.

Director Independence

The Board of Directors Charter requires directors to exercise independent judgment, regardless of the existence of relationships or interests which could interfere with the exercise of independent judgment. Directors are also required to disclose any conflict of interest in any issue brought before the Board and must refrain from

participating in the Board's discussion and voting on the matter. The Board assesses the independence of new directors prior to appointment and reviews the independence of all directors at least annually to ensure compliance with all applicable requirements of Nasdaq, the TSX, and Canadian and U.S. securities laws.

In considering whether a director is independent, the Board gives regard to the independence criteria and requirements of applicable corporate laws and the securities laws, rules, regulations and guidelines of all applicable securities regulatory authorities, including, without limitation, the SEC and the securities commissions in each of the provinces and territories of Canada, and stock exchanges on which the Company's securities are listed, including without limitation the TSX and Nasdaq, and other facts, information and circumstances the Board considers relevant. Directors and executive officers of the Company inform the Board as to their relationships with the Company and provide other pertinent information pursuant to questionnaires that they complete on an annual basis. The Board reviews any such reported relationships to identify impairments to director independence and in connection with disclosure obligations under securities laws and stock exchange requirements.

The Board has determined that all director nominees, other than Mr. Antal, the Executive Chairman of the Company, are independent. All Board committees consist of entirely independent directors.

Criteria for Board Membership and Succession Planning

The Board recognizes that a diverse board of directors makes prudent business sense and enhances oversight and board effectiveness. The Board is committed to a merit-based process, which is based on objective criteria, solicits multiple perspectives and seeks to eliminate conscious or unconscious bias and discrimination, for the identification and selection of nominees. The Board believes that electing directors who have the skills, experience, and expertise that are directly relevant to the Company's business, strategy and operations are key to the success of the Company.

The Governance Committee assesses the skills, expertise, experience and backgrounds of our directors annually, in light of the needs of the Board and the Company's strategy, including the extent to which the current composition of the Board reflects the right mix of identified competencies. The Board also considers how the skills, experience and qualifications of the Board over time will be impacted by retirements and the skills and experience that may become needed in light of the Company's growth and long-term strategic objectives.

A core responsibility of the Governance Committee is to identify prospective Board members, consistent with Board-approved criteria, and to recommend such individuals to the Board for nomination. The Governance Committee believes that the Board should be comprised of directors who possess a mix of skills, experience and expertise that is relevant to the Company and its operations, with a particular focus on what skills, experiences and expertise each candidate would bring to the Board and how critical those skills are to the overall makeup of the Board's knowledge and ability. From time to time, the Governance Committee will engage a third-party search firm to assist with finding Board candidates. As part of its overall Board succession planning the Governance Committee evaluates the balance of skills, knowledge and experience held by the current directors and officers of the Company and prepares a description of the role and capabilities required for a particular nominee. In recent years, the Governance Committee has refreshed the Board by adding Karen Swager in January 2023, Daniel Malchuk in January 2024, and Laura Mullen in February 2025.

The Governance Committee does not have a separate policy with regard to the consideration of any director candidates recommended by Shareholders. If a candidate is recommended by Shareholders during the Board's annual renewal and evaluation process, such candidate will be reviewed in accordance with the established Governance Committee policies for reviewing and nominating directors in the same way all other potential director candidates are reviewed. Shareholders should follow the procedure set forth in the "Compensation Discussion and Analysis - Communications with the Board" section of this Proxy Statement, if they are interested in discussing a potential director candidate during the Board review process.

Inclusion

Our Board recognizes that a board composed of individuals with a mix of differing skills, experience, perspectives, age and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. A copy of the Company's Diversity Policy is available on its website at https://www.ssrmining.com. In

March 2019, the Company became a member of each of the Catalyst Accord 2022 and the 30% Club Canada, which are initiatives aimed at accelerating the advancement of women in the workplace with a target goal of at least 30% representation of women on public-company boards. In 2021, the Company also joined the CEO Action for Diversity and Inclusion, an initiative aimed at accelerating the advancement of women in boardrooms and strategic executive roles in Canada. Three of the eight nominees for the Board, or 37.5%, are women.

The following table details the demographic characteristics self-identified by the nominees to the Board:

Board Diversity Matrix (as of March 9, 2026) Thomas R. Brian R. Alan P. Daniel Laura Kay Karen
	Rod Antal	Bates, Jr.	Booth	Krusi	Malchuk	Mullen	Priestly	Swager	TOTAL
Total Number of Directors									8
Gender Identity
Female									3
Male									5

Demographic Background

Hispanic or Latinx 1

White 7

Military Veteran 1

0

Did Not Disclose Demographic Background

The Company is committed to developing a diverse workforce and is continually assessing opportunities to progress all levels of diversity across the organization. While the Company does not believe that adopting numerical quotas, either at the Board or Company level, is in the best interest of its business nor its Shareholders, the Company has adopted specific and measurable objectives to ensure that the pool of candidates it considers for positions throughout the organization, including its Board of Directors, consists of the most diverse and qualified candidates available. To achieve this goal, the Board has adopted the following measurable objectives, which are reviewed annually:

▶ Diversity on the Board: The Governance Committee will require that a thorough outreach and search process be conducted for new positions or vacancies on the Board that ensures the candidate pool reviewed by the Governance Committee consists of a qualified and diverse group of individuals. The Board has identified the following key areas of focus for Board candidates: experience or skill sets that complement the Board; experience or nationalities related to the geographical regions where the Company has or anticipates business interests; and increasing the representation of female Board members. The Board believes that pursuing its objectives related to diversity among its members is consistent with its responsibility to ensure that director nominees possess the skill, experience and qualifications that are necessary to the Board's ability to provide effective oversight of the Company and are directly relevant to the Company's business strategy and operations. The Board will continue to consider all qualified candidates for open Board member positions, with a particular focus on what skills each candidate would bring to the Board and how critical those skills are to the overall makeup of the Board's knowledge and ability.

▶ Diversity in Executive Management and Across the Business: The recruitment and development programs instituted by the Company will focus on ensuring that the Company has a diverse and qualified workforce at all levels of the organization. Recruitment measures will ensure that the pool of candidates considered consists of a group of qualified and diverse individuals and a key focus of the Company's development programs will be the identification and development of diverse individuals, including local nationals at the Company's mines.

Performance of the Board

The Governance Committee has developed a process for the annual evaluation of the performance of the Board, its Committees and individual directors. The assessment process is administered by an independent third party to promote transparency and openness in the review process. A range of dimensions are considered during the

assessment, such as: overall performance of the Board; Board and committee structure and composition; succession planning; strategic planning; risk management; operational performance; management performance; director competencies; Board processes; and director engagement. Upon completion of the formal evaluation process, the Board and each of its committees review the findings and determine any desired action items. The Board Chair or Executive Chairman meets with each member of the Board to review their individual feedback.

Director Orientation and Continuing Education

Prior to joining the Board, new directors receive a letter setting out what is expected of them in terms of time commitment, committee service and involvement outside of Board meetings. They are also provided with comprehensive materials on relevant corporate issues, including short-, medium- and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. New directors also meet with members of the executive management team for educational sessions on the nature and operation of the Company's business. As each director has a different skill set and professional background, orientation and training activities can be tailored to the particular skills and experience of each director.

All directors have access to a board portal where Company information is posted and updated. Directors receive monthly reports on the business from management. Board and committee members also meet periodically with management, between regularly scheduled meetings, to receive a review of the operations of the Company.

Directors are provided with continuing education sessions on issues that are necessary to assist them to meet their obligations as Board members. These include sessions covering cybersecurity, and a corporate governance update and proxy season review. In conjunction with Board meetings, management and the Company's advisors provide presentations on topics pertinent to our business, including emerging governance trends and economic, industry, political, legal and other developments. All of the directors have full access to our management.

Directors are encouraged to participate in external continuing education courses, as needed. To facilitate access to director education, all of our directors are members of the National Association of Corporate Directors, an organization that promotes the continuing education of directors.

Each year, our directors attend at least one site visit to one of our operating mines. During these site visits, the directors meet with local management and actively engage directly with our mine workers. In 2025, directors visited our recently acquired Cripple Creek & Victor mine site in Colorado, USA.

Board Meetings

The Board is required to meet at least four times annually. All directors attended at least 75% of the Board Meetings, as shown in the table below.

	Required	Held	Attended	Attendance %
Board of Directors	4	6	6	100%
Quorum

The quorum for meetings of the Board is a majority of the members of the Board and the quorum for meetings of the Board committees is a majority of the members of the respective committee, in each case present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. The Board and each Board committee may also act by unanimous written consent of its members.

Executive Sessions

Regularly, at the beginning and/or end of each Board meeting, the Board holds an executive session with the Executive Chairman, as well as an executive session led by the Lead Independent Director with only the independent directors and without the presence or participation of the Executive Chairman. Executive sessions

may also take place at other times when the Executive Chairman or the Lead Independent Director believes it is appropriate.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the board or the organization and compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which a member of the Board is an executive officer.

Board and Committee Chair Position Descriptions

The Board has developed a written position description for the Board Chair (or equivalent). The Board has also developed a written charter for each committee of the Board. These charters include the responsibilities of the committee chair as well as the committee members. The Board has delegated to the chair of each Board committee responsibility for presiding over all meetings of that committee, coordinating compliance with the committee's mandate, working with management to develop the committee's annual work plan and providing the Board with reports of the committee's key activities.

Board Committees

The Board exercises its duties directly and also through its committees. The Board currently has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the TSS Committee. A brief summary of some of the key duties and responsibilities of each committee is outlined below.

▶ Audit Committee. The Audit Committee assists the Board in, among other things,reviewing and evaluating (a) the Company's accounting and financial reporting principles, policies, processes and systems of internal accounting and financial controls; (b) the preparation, quality and integrity of the Company's financial statements; (c) the Company's compliance with legal and regulatory requirements; and (d) the independence and performance of the Company's external auditor. The Company has an internal audit function that reports directly to the Chair of the Audit Committee. The Board has determined that, of the four current committee members, Brian Booth, Laura Mullen, Kay Priestly, and Thomas R. Bates, Jr. qualify as an "audit committee financial expert" as defined by the SEC and that each member of the Audit Committee is independent and financially literate, as per the requirements of National Instrument 52-110 - Audit Committees ("NI 52-110").

▶ Compensation and Leadership Development Committee (Compensation Committee). The Compensation Committee assists the Board in, among other things, reviewing and evaluating (a) the remuneration and benefits of non-executive directors and the remuneration, benefits and performance of executive management; (b) continuity, succession planning and development for executives and other key employees and recommendations to the Board with respect thereto as it deems appropriate; and (c) compensation plans of the Company, including equity award plans, non-executive director compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time.

▶ Corporate Governance and Nominating Committee (Governance Committee). The Governance Committee assists the Board in, among other things, reviewing and evaluating the Company's corporate governance practices by (a) proposing new members to the Board, establishing criteria for Board membership, recommending composition of the Board and its committees and assessing directors' performance on an ongoing basis; (b) providing a focus on corporate governance that will enhance corporate performance and ensure on behalf of the Board and Shareholders of the Company that the Company's corporate governance system is effective in the discharge of its obligations to the Company's stakeholders; (c) making recommendations to the Board as to determinations of director independence; and (d) overseeing the evaluation of the performance of the Board and its committees.

▶ Technical, Safety and Sustainability Committee (TSS Committee). The TSS Committee assists the Board in, among other things, upholding the Company's environmental, community and safety responsibilities, including the Company's health and safety performance and objectives, and overseeing the technical aspects of

the Company's operations, exploration programs and development projects, including reviewing the resource and reserve estimates of the Company's mineral properties.

Risk Oversight

SSR Mining faces a number of key risks, including, but not limited to, financial, regulatory, operational, legal, accounting, cybersecurity and reputational risks. Management is responsible for the day-to-day management of risks. The Board has overall responsibility for the oversight of the Company's risk management plans, policies and practices. The Board executes its risk oversight directly and through its committees. The Board as a whole and all Board committees meet periodically with members of senior management to discuss the relevant risks and challenges facing SSR Mining. The Board participates directly in the annual enterprise risk management process and reviews the results.

The Audit Committee monitors the Company's financial, regulatory and reputational compliance risk. The Audit Committee receives regular reports of the Company's ethics and compliance activities, including a review of management's compliance risk assessment and the efforts undertaken to mitigate ethics and compliance risks during the year. In addition to ensuring that there are mechanisms for the anonymous submission of ethics and compliance reports generally, the Audit Committee has established specific procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company with respect to concerns regarding questionable accounting or auditing matters. The Audit Committee also analyzes and reviews the Company's cybersecurity framework to ensure appropriate measures are in place to monitor, identify and mitigate cyber risk. In addition to cybersecurity risks monitored in the Company's overall risk management process, the Board receives regular updates on the Company's ongoing cybersecurity risk management efforts. For more information related to our cybersecurity risk management, see the Company's Annual Report on Form 10-K for the fiscal year ended on December 31, 2025 as filed with the SEC.

The TSS Committee focuses on environmental, community relations, and safety risks. Additionally, the Compensation Committee has adopted a number of practices that are aligned with best governance practices and serve to ensure that the compensation program does not encourage excessive risk-taking. For more details, see the "Compensation Discussion and Analysis" section of this Proxy Statement. The Charter for the Board and each Board committee is reviewed annually and can be viewed, along with the Company's Code of Conduct, on the Company's website at https://www.ssrmining.com.

Director Service on Board Committees

The table below sets forth the composition of the Board committees as of the proxy filing date.

	Audit Committee	Compensation and Leadership Development Committee	Corporate Governance and Nominating Committee	Technical, Safety and Sustainability Committee
Rod Antal
Thomas R. Bates, Jr.
Brian R. Booth
Alan P. Krusi			Chair
Daniel Malchuk				Chair
Laura Mullen	Chair
Kay Priestly
Karen Swager		Chair

The Governance Committee, together with the Board, regularly evaluate the committee membership and committee Chairs.

Director Attendance at Committee Meetings

The Company's standing committees meet regularly to carry out their respective responsibilities. A summary of the number of meetings held and each director's attendance is provided in the table below.

Director	Audit Committee	Compensation and Leadership Development Committee	Corporate Governance and Nominating Committee	Technical, Safety and Sustainability Committee	Total
Thomas R. Bates, Jr.	5/5	4/4	-	-	100%
Brian R. Booth	5/5	-	-	5/5	100%
Alan P. Krusi	-	-	4/4	4/5	98%
Daniel Malchuk(1)	-	-	1/1	5/5	100%
Laura Mullen(2)	5/5	-	1/1	-	100%
Kay Priestly(3)	5/5	1/1	-	-	100%
Karen Swager	-	4/4	-	5/5	100%

1. Mr. Malchuk was appointed to the Corporate Governance and Nominating Committee on November 6, 2025 and attended all committee meetings that took place after his appointment.

2. Ms. Mullen was appointed to the Corporate Governance and Nominating Committee on November 6, 2025 and attended all committee meetings that took place after her appointment.

3. Ms. Priestly was appointed to the Compensation and Leadership Development Committee on November 6, 2025 and attended all committee meetings that took place after her appointment.

Bankruptcies; Corporate Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, except as disclosed below, none of the Company's proposed director nominees is, as at the date of this Proxy Statement, or has been, within the 10 years prior to the date of this Proxy Statement: (a) a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or within a year of that person ceasing to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), (i) was subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days, or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) a director or executive of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, transaction or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Krusi was a director of Blue Earth (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in March 2016. Ms. Priestly was a director of Stone Energy (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in December 2016.

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company's proposed director nominees has (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director nominee.

Procedures for Approval of Related Persons Transactions

Any potential transactions with related persons are reviewed and approved by the Audit Committee, the Compensation Committee for compensation matters, or disinterested members of the Board for transactional matters.

Anti-Hedging Policy

Directors, officers, employees, consultants and their respective, immediate family members are prohibited from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly. See also "Compensation Discussion and Analysis-Board Oversight and Compensation Governance-Anti-Hedging."

Ethics & Compliance Training

The Company provides mandatory training on the Company's Code of Conduct for directors and employees globally, as well as anti-corruption-specific training for all employees who are managers. These trainings, which are delivered in the employee's native language, require an attestation by the employee that he or she has read, understood and will comply with the Code of Conduct and the anti-corruption standards. The training includes information on how to access the Company's global whistleblower hotline, which is available to all employees to enable them to raise issues and potential violations of the Code of Conduct or policies, anonymously, if they wish.

Each year, the Governance Committee reviews the process for administering the Code of Conduct, compliance with the Code of Conduct and the Code of Conduct itself. Any changes to the Code of Conduct or related processes are considered by the Board for approval, as appropriate.

The Company has not filed any material change reports during the 2025 financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the Code of Conduct. The Company's Code of Conduct can be found together with other governance-related documents on the Company's website at https://www.ssrmining.com.

SUSTAINABILITY, HEALTH AND SAFETY, AND

COMMUNITY

At SSR Mining, our purpose is to create value and leave a legacy through responsible and sustainable operations. The environment, our employees, and the communities in which we operate are our essential resources, and we are committed to safeguarding them both now and for the future. To reflect our commitment to sustainability, health and safety, and community, a material component of our short-term incentive compensation is linked to the achievement of targets tied to sustainability, health and safety, and community. In 2025, 30% of short-term incentive compensation was linked to performance against specific targets in these categories.

While ultimate responsibility for our sustainability, health and safety, and community programs sits with the Board of Directors, the Board is supported by the TSS Committee which, among its duties, has oversight responsibility for these important matters.

Sustainability

Being responsible stewards is a critical part of our business. We endeavor to use natural resources, water, and energy in an efficient manner, recycling waste, and working to protect biodiversity, in a manner that we expect to be able to deliver long-term value to shareholder and stakeholders and leave a positive legacy in the communities where we operate. Our approach to environmental management is set out in our Environmental and Sustainability Policy, which is available on our website.

Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, a material component of the performance metrics for the business is linked to the achievement of environmental and sustainability targets. In 2025, 10% of the short-term incentive compensation was linked to such performance.

We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct, a copy of which is available on the Company's website.

The Company publishes sustainability data and information about its sustainability program on an annual basis, and a copy can be found on our website at: http://www.ssrmining.com/corporate_responsibility.

Health and Safety

The Company is committed to the overall health and safety of its employees, contractors, and the communities in which we operate, which is reflected in one of our Company values: "Safety First, Always." We believe in the principle of safe production, that occupational injuries and illnesses are preventable and that there is no job so important that we cannot take the time to do it safely. To achieve this, we empower our employees and work partners to ensure that safety is a personal value. Our commitment to providing a safe working environment for our employees and business partners is set forth in our Safety and Health Policy. In 2025, 10% of the short-term incentive compensation was linked toward our performance against our safety targets.

Our Safety and Health Policy applies to all directors, officers, employees and work partners of SSR Mining, as well as our subsidiaries, affiliates and joint ventures across our operations, and is applicable, all operational mines, exploration sites, and closure properties, where SSR Mining has operational control. The policy promotes initiatives that foster a culture of operating safely. To fulfill our commitment to health and safety, SSR Mining has established and maintains effective safety and health management systems that conform to the requirements of ISO45001.

Community

We recognize the important role our operations can play as catalysts for social and economic development in the communities in which we operate. Our operations support a wide range of community development initiatives, which are based on the local socioeconomic environment and community needs. For local communities, employment opportunities are one of the primary benefits of our presence. Hiring workers from the communities near our mines and in the countries we operate in is one of the most important contributions we make to social and economic development. We strive to maximize local hiring at our operations. We also offer skills training for the local workforce so that they are able to seek opportunities in our operations. As mining becomes increasingly technical, such training programs provide transferable skills and expand the opportunities for our stakeholder community members. We also seek to support local social and economic development by prioritizing local suppliers, where possible, and supporting community projects and initiatives. Our approach to community investment is set out in Environment and Sustainability Policy. In 2025, 10% of the short-term incentive compensation was linked toward our performance against our community and stakeholder engagement targets.

HUMAN CAPITAL MANAGEMENT

Our people are our most valuable resource. More than any other factor, our success depends on their capabilities and commitment. Guided by our core value that we are "Better Together", we are committed to attracting and retaining experienced, skilled talent and fostering a culture that puts safety at its core and supports our people's goal to reach their full potential, and desire to bring their best each day.

The Company recognizes that a workforce composed of individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, which enables stronger decision-making. As a global company, we benefit from a diverse workforce and strive to incorporate this diversity to improve decision making and drive long-term growth for all our stakeholders.

The Board has delegated to the Compensation Committee responsibility for overseeing our human capital management strategy, which includes leadership development programming focused on enhancing key leadership competencies and core values across the Company. We also recognize the industry-wide challenge of attracting women into the mining industry and are committed to actively seeking to increase the number of women we employ at all levels of the organization, including in our operations.

We also believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, we respect the rights of freedom of association and collective bargaining, and we enjoy positive labor relations across all sites.

DIRECTOR COMPENSATION

The Company establishes director compensation after considering the advice of independent consultants, with a view to establishing compensation that is competitive with similar North American based mining companies. Only non-executive directors are compensated for service on the Board. All non-executive directors receive quarterly cash and equity retainers for their service on the Board. The annual equity retainer is paid in the form of Deferred Share Units ("DSUs"). Directors may also elect to receive all or a portion of their annual cash retainer in DSUs. In addition, the Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. The following summarizes the current compensation arrangements for non-executive directors. Executive directors, including Mr. Antal in his role as Executive Chairman, do not receive compensation for serving on the Board.

Annual Cash Retainer:
Executive Chairman of the Board	$ -
Non-Executive Board Members (other than the Chair)	$ 100,000
Lead Independent Director	$ 35,000
Chairs of Audit Committee, TSS Committee	$ 25,000
Chair of Compensation Committee	$ 20,000
Chairs of Other Committees	$ 15,000

Annual Equity Retainer:

Executive Chairman of the Board $ - Non-Executive Board Members (other than the Chair) $ 110,000 Lead Independent Director $ 110,000

The Board adopted a DSU plan effective July 1, 2008, as amended from time to time, to more closely align the interests of our directors with the interests of the Shareholders. Under the DSU plan, DSUs are paid in cash when a director retires from the Board, based on the market value of the Company's Shares at such time. DSUs are not considered Shares of the Company and, as such, they do not confer the rights to their holders which Shareholders of the Company are normally entitled to; however, dividend equivalent payments will be awarded in respect of DSUs held by a participant on the same basis as dividends declared and paid on Shares as if the participant was a Shareholder of record of Shares on the relevant record date. Our directors may elect to receive all or a portion of their annual cash retainer in DSUs; however, they may not elect to receive any part of their annual equity retainer in cash.

Compensation paid to directors in 2025 is outlined in the below table.

	Fees Earned(1)	Share-Based Awards(2)	All Other Compensation	Total
Name	($)	($)	($)	($)
A.E. Michael Anglin(3)	35,440	38,984	(4) -	74,423
Rod Antal(5)	-	-	-	-
Thomas R. Bates, Jr.	155,000	110,000	(6) -	265,000
Brian R. Booth	100,000	110,000	(7) -	210,000
Simon A. Fish(8)	94,688	90,571	(9) -	185,258
Leigh Ann Fisher(10)	8,333	9,167	(11) -	17,500
Alan P. Krusi	127,690	110,000	(12) -	237,690
Daniel Malchuk	100,000	110,000	(13) -	210,000
Laura Mullen(14)	87,500	96,250	(15) -	183,750
Kay Priestly	125,000	110,000	(16) -	235,000
Karen Swager	100,000	110,000	(17) -	210,000

1. Directors may elect to receive all, a portion, or none of their cash retainer in DSUs. For 2025, our non-executive directors elected to receive the following portion of their cash retainer in DSUs: Mr. Anglin, $35,440; Mr. Fish, $94,688; Ms. Fisher, $4,167; and Ms. Swager,

   $100,000.

2. The share-based awards column represents the aggregate grant date fair value of the DSUs that were granted in four equal quarterly installments during the fiscal year as computed in accordance with ASC 718. For each director, the number of DSUs granted was determined by dividing the grant date value of the award by the volume weighted average price ("VWAP") on the Nasdaq for the five trading days immediately preceding the date of grant.

3. Mr. Anglin retired from the Board effective May 8, 2025.

4. The aggregate number of DSUs held by Mr. Anglin on December 31, 2025 was 144,439. In connection with Mr. Anglin's retirement and in accordance with the controlling DSU plan, 50% of his DSUs granted by the Company were redeemed in August 2025, and the remaining 50% granted by the Company are to be redeemed in August 2026.

5. Mr. Antal did not receive compensation for his service as Executive Chairman. For Mr. Antal's compensation as an executive, see the "Summary Compensation Table" section of this Proxy Statement.

6. The aggregate number of DSUs held by Mr. Bates on December 31, 2025 was 122,947.

7. The aggregate number of DSUs held by Mr. Booth on December 31, 2025 was 90,778.

8. Mr. Fish retired from the Board effective October 27, 2025.

9. The aggregate number of DSUs held by Mr. Fish on December 31, 2025 was 138,861.

10. Ms. Fisher retired from the Board effective January 30, 2025.

11. The aggregate number of DSUs held by Ms. Fisher on December 31, 2025 was 24,821. In connection with Ms. Fisher's resignation and in accordance with the controlling DSU plan, 50% of her DSUs granted by the Company were redeemed in April 2025, and her remaining 50% of her DSUs granted by the Company are to be redeemed in April 2026.

12. The aggregate number of DSUs held by Mr. Krusi on December 31, 2025 was 120,894.

13. The aggregate number of DSUs held by Mr. Malchuk on December 31, 2025 was 29,672.

14. Ms. Mullen was appointed to the Board effective February 15, 2025, and her compensation was prorated accordingly.

15. The aggregate number of DSUs held by Ms. Mullen on December 31, 2025 was 7,390.

16. The aggregate number of DSUs held by Ms. Priestly on December 31, 2025 was 62,310.

17. The aggregate number of DSUs held by Ms. Swager on December 31, 2025 was 70,357.

Non-Executive Director Share Ownership Guidelines

The Board has established share ownership guidelines for its non-executive directors. We expect each non-executive director to accumulate at least three (3) times the value of their annual cash retainer in Shares and/or DSUs, valued based on the greater of the closing market price of the Shares on the TSX, or the value at the time of the grant or purchase. These guidelines are to be satisfied by the date that is five (5) years from the date the applicable director is appointed or elected as a director of the Company. Because Mr. Antal also fills an executive role, his share ownership is discussed in more detail in the "Compensation Discussion and Analysis-Executive Share Ownership Guidelines" section of this Proxy Statement.

Our non-executive director share ownership as of December 31, 2025 is outlined in the below table. All directors are in compliance, or have time to be in compliance, with the Share ownership guidelines.

	Annual Cash Retainer	Minimum Value Required	Common Shares	DSUs	Total of Common Shares and DSUs	Market Value of Common Shares and DSUs(1)	Meets Share Ownership Guidelines
Name	($)	($)	(#)	(#)	(#)	($)
Thomas R. Bates, Jr.	135,000	405,000	26,230	122,947	149,177	3,269,960	Yes
Brian R. Booth	100,000	300,000	18,724	90,778	109,502	2,400,284	Yes
Alan P. Krusi	115,000	345,000	25,091	120,894	145,985	3,199,991	Yes
Daniel Malchuk	125,000	375,000	-	29,672	29,672	650,410	Yes
Laura Mullen	125,000	375,000	-	7,390	7,390	161,989	Yes (2)
Kay Priestly	100,000	300,000	-	62,310	62,310	1,365,835	Yes
Karen Swager	120,000	360,000	-	70,357	70,357	1,542,225	Yes

1. Assumes a market value of $21.92 for each share, which is the close price on the NASDAQ as of December 31, 2025.

2. Ms. Mullen has until February 15, 2030, five (5) years from the date of her election, to meet the Share Ownership Guidelines.