Newmont 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to__________

Commission File Number: 001-31240

NEWMONT CORPORATION

(Exact name of registrant as specified in its charter)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.

If an emerging growth company, 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. ☐

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No

At June 30, 2025, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $64,108,664,771 based on the closing sale price as reported on the New York Stock Exchange. There were 1,087,874,212 shares of common stock outstanding on February 12, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant’s definitive Proxy Statement for the Registrant’s 2026 Annual Stockholders Meeting will be filed no later than 120 days after the close of the Registrant's fiscal year ended December 31, 2025, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS

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(1)Refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A.

(2)Refer to Results of Consolidated Operations within Part II, Item 7, MD&A.

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

(unaudited, dollars in millions, except per share, per ounce, per pound, and per tonne)

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(1)Excludes Depreciation and amortization and Reclamation and remediation.

(2)Refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A.

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

(unaudited, dollars in millions, except per share, per ounce, per pound, and per tonne)

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

(unaudited, dollars in millions, except per share, per ounce, per pound, and per tonne)

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(1)The Fruta del Norte mine is wholly owned by Lundin Gold Inc., in which the Company holds a 32% interest and is accounted for as an equity method investment on a quarter lag.

(2)Attributable gold ounces sold excludes ounces related to the Pueblo Viejo mine and the Fruta del Norte mine.

(3)Excludes Depreciation and amortization and Reclamation and remediation.

(4)Calculated by dividing the costs applicable to sales of gold and other metals by gold ounces or gold equivalent ounces sold, respectively.

(5)All AISC figures are presented on a co-product basis; costs are allocated to co-product metals based upon the relative sales value, determined using GEO pricing, of gold and other metals produced during the period. Refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A.

2025 Highlights (dollars in millions, except per share, per ounce and per pound amounts)

• Net income:** Delivered Net income (loss) from continuing operations attributable to Newmont stockholders of $7,085 or $6.39 per diluted share, an increase of $3,805 from the prior year primarily due to (i) a net increase in Sales largely due to higher average realized gold prices partially offset by the impact from divestitures, (ii) a net gain on completed divestments, compared to prior year write-downs from assets held for sale, recognized in (Gain) loss on sale of assets held for sale, and (iii) a net decrease in costs applicable to sales, recognized in Costs applicable to sales, primarily resulting from divested sites. This increase was partially offset by the increase in Income and mining tax benefit (expense) and Impairment charges, primarily at Yanacocha*.*

• Adjusted net income:** Reported Adjusted net income (loss) of $7,634 or $6.89 per diluted share, an increase of $3.41 per diluted share from the prior year (refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A).

• Adjusted EBITDA:** Reported $13,480 in Adjusted EBITDA, an increase of 55% from the prior year (refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A).

• Cash flow:** Reported Net cash provided by (used in) operating activities of continuing operations of $10,334, an increase of 64% from the prior year, and Free cash flow of $7,299 (refer to Non-GAAP Financial Measures within Part II, Item 7, MD&A).

• Portfolio updates:** Achieved commercial production at the Ahafo North project in Ghana resulting in classification as a reportable segment. Completed the sale of the CC&V, Musselwhite, Éléonore, Akyem, and Porcupine reportable segments and the Coffee development project.

• Attributable gold production:** Produced approximately 6 million ounces of gold, a decrease of 14% from prior year largely driven by impact of divestments.

• Financial strength:** Ended the year with $7.6 billion of consolidated cash and $11.6 billion of total liquidity; redeemed $3.4 billion of senior notes and settled $2.3 billion of share repurchases; declared a total dividend of $1.01 per share for the year.

Our Global Project Pipeline

Newmont’s project pipeline supports stable production with improving margins and mine life. Near-term development capital projects are presented below. Additional projects represent incremental improvements to production and cost guidance. We manage our wider project portfolio to maintain flexibility to address the development risks associated with our projects including permitting, local community and government support, engineering and procurement availability, technical issues, escalating costs and other associated risks that could adversely impact the timing and costs of certain opportunities.

Tanami Expansion 2, Tanami. This project secures Tanami’s future as a long-life, low-cost producer by extending mine life beyond 2040 through the addition of a 1,460 meter hoisting shaft and supporting infrastructure to achieve higher production and provide a platform for future growth. The expansion is expected to increase average annual gold production and improve efficiency for the first five years (2028 - 2032). The project is expected to achieve commercial production in the second half of 2027, and total capital costs for the project are estimated to be between $1,700 and $1,800. Development capital costs (excluding capitalized interest and capitalized depreciation and amortization) since approval were $1,304, of which $284 related to 2025.

Cadia Panel Caves, Cadia. This project includes two panel caves to recover approximately 5 million ounces of gold reserves and 1.1 million tonnes of copper reserves. Cave establishment continues through the firing of additional drawbells in PC2-3 and cave establishment is expected to be completed by late 2026. The first drawbell in PC1-2 was successfully fired in December 2025, marking the start of the next critical phase of cave establishment, with the last drawbell expected to be completed in 2029. Capital costs for the PC2-3 and PC1-2 project are estimated to be between $2,000 and $2,400. Development capital costs (excluding capitalized interest and capitalized depreciation and amortization) for PC2-3, PC1-2, and PC1 combined since acquisition of Newcrest were $516, of which $268 related to 2025.

PART I

Introduction

Newmont Corporation was incorporated in 1921 and is primarily a gold producer with significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. At December 31, 2025, Newmont had attributable proven and probable gold reserves of 118.2 million ounces, attributable measured and indicated gold resources of 88.1 million ounces, attributable inferred gold resources of 60.6 million ounces, and an aggregate land position of approximately 19,200 square miles (49,800 square kilometers). Newmont is also engaged in the production of copper, silver, lead, and zinc. As the world’s leading gold company, Newmont remains committed to creating value and improving lives through sustainable and responsible mining.

Newmont’s corporate headquarters are in Denver, Colorado, U.S. In this report, “Newmont,” the “Company,” “our,” and “we” refer to Newmont Corporation together with our affiliates and subsidiaries, unless the context otherwise requires.

Divestiture of Non-Core Assets

Based on a comprehensive review of the Company’s portfolio of assets following the acquisition of Newcrest Mining Limited ("Newcrest"), the Company’s Board of Directors approved a portfolio optimization program to divest six non-core assets and a development project in February 2024. The non-core assets to be divested included Telfer, CC&V, Musselwhite, Éléonore, Porcupine, Akyem, and the Coffee development project in Canada. The Company presented these assets as held for sale in the first quarter of 2024 and recorded the assets at the lower of their carrying value or fair value, less costs to sell.

The Company completed the sale of the assets of the Telfer reportable segment in the fourth quarter of 2024, the sale of the CC&V, Musselwhite, and Éléonore reportable segments in the first quarter of 2025, the sale of the Porcupine and Akyem reportable segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025. Refer to Note 3 to the Consolidated Financial Statements for further information on the Company's divestitures.

Newcrest Acquisition

On November 6, 2023, we completed the acquisition of Newcrest (“the Newcrest transaction”). Results of Newcrest for the period November 6 to December 31, 2023 and the years ended December 31, 2024 and 2025 are included in this report. Refer to Note 3 to the Consolidated Financial Statements for further information on the Company's acquisitions.

Segment Information

The Company's 13 reportable segments consist of each of its 12 mining operations that it manages and its 38.5% proportionate interest in Nevada Gold Mines ("NGM"), which it does not directly manage. The reportable segments at December 31, 2025 exclude reportable segments that have been divested.

In October 2025, the Company declared commercial production at its Ahafo North project in Ghana resulting in classification as a reportable segment.

For information on acquisitions and divestitures impacting the comparability of our results, refer to Note 3 to the Consolidated Financial Statements.

Refer to Item 1A, Risk Factors, below, and Note 4 to the Consolidated Financial Statements for further information relating to our reportable segments. Refer to Note 5 to the Consolidated Financial Statements for information relating to domestic and export sales and lack of dependence on a limited number of customers.

Products

References in this report to “attributable” means that portion of gold, copper, silver, lead, or zinc produced, sold or included in proven and probable reserves and measured, indicated, and inferred resources based on our proportionate ownership, unless otherwise noted.

Gold

General. The details of our consolidated and attributable gold production from continuing operations are set forth below:

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(1)The Fruta del Norte mine is wholly owned and operated by Lundin Gold Inc. ("Lundin Gold"). The Company acquired a 32% interest in Lundin Gold through the Newcrest transaction, which is accounted for as an equity method investment on a quarterly lag. As a result, results of operations were not reported until the first quarter of 2024. Refer to Notes 3 and 15 to the Consolidated Financial Statements for additional information.

For the years ended December 31, 2025, 2024 and 2023, 85%, 85% and 89%, respectively, of our Sales were attributable to gold. Most of our Sales come from the sale of refined gold. The end product at our gold operations, however, is generally doré bars. Doré is an alloy consisting primarily of gold but also containing silver and other metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms of our refining agreements, the doré bars are refined for a fee, and our share of the refined gold and the separately-recovered silver is credited to our account or delivered to buyers. Additionally, a portion of gold is sold in concentrate containing other metals such as copper, silver, lead, and/or zinc.

Gold Uses. Gold generally is used for fabrication or investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions, and official coins. Gold investors buy gold bullion, official coins, and jewelry.

Gold Supply. A combination of mine production, recycling and draw-down of existing gold stocks held by governments, financial institutions, industrial organizations and private individuals make up the annual gold supply. Based on public information available, for the years ended December 31, 2023 through 2025, mine production has averaged approximately 73% of the annual gold supply with the remainder primarily sourced from recycled gold.

Gold Price. The following table presents the annual high, low, and average daily afternoon LBMA Gold Price over the past ten years on the London Bullion Market ($/ounce):

On February 12, 2026, the afternoon LBMA gold price was $5,043 per ounce.

Refer to Note 2 to the Consolidated Financial Statements for information on how we recognize revenue for gold sales from doré production.

Other Co-product Metals

Generally, if a metal expected to be mined represents more than 10% to 20% of the life of mine sales value of all the metal expected to be mined, the metal is considered a co-product and recognized as Sales in the Consolidated Financial Statements.

Copper production at Cadia, Boddington, and Red Chris and silver, lead, and zinc production at Peñasquito are considered co-products. Copper production at Telfer, prior to divestment in the fourth quarter of 2024, was considered a co-product. Copper, silver, lead, and zinc sales are generally in the form of concentrate that is sold to smelters for further treatment and refining.

The following table details consolidated co-product production and the percentage of Sales that was attributable to copper, silver, lead, and zinc for the years ended December 31, 2025, 2024, and 2023:

By-product Metals

If a metal expected to be mined falls below the co-product sales value percentages, the metal is considered a by-product. Revenues from by-product sales are credited to Costs applicable to sales in the Consolidated Financial Statements.

Aside from the co-product sales at Cadia, Boddington, Peñasquito, Red Chris, and Telfer, copper and silver produced at other Newmont sites are by-product metals.

Gold and Other Metals Processing Methods

Doré. Gold is extracted from naturally-oxidized ores by either milling or heap leaching, depending on the amount of gold contained in the ore, the amenability of the ore to treatment and related capital and operating costs. Higher grade oxide ores are generally processed through mills, where the ore is ground into a fine powder and mixed with water into a slurry, which then passes through a carbon-in-leach circuit to recover the gold. Lower grade oxide ores are generally processed using heap leaching. Heap leaching consists of stacking crushed or run-of-mine ore on impermeable, synthetically lined pads where a weak cyanide solution is applied to the surface of the heap to dissolve the gold contained within the ore. In both cases, the gold-bearing solution is then collected and pumped to process facilities to remove the gold by collection on carbon or by zinc precipitation.

Gold contained in ores that are not naturally-oxidized can be directly milled if the gold is liberated and amenable to cyanidation, generally known as free milling ores. Ores that are not amenable to cyanidation, known as refractory ores, require more costly and complex processing techniques than oxide or free milling ore. Higher grade refractory ores are processed through either roasters or autoclaves. Roasters heat finely ground ore to a high temperature, burn off the carbon and oxidize the sulfide minerals that prevent efficient leaching. Autoclaves use heat, oxygen and pressure to oxidize sulfide ores.

Some gold sulfide ores may be processed through a flotation plant. In flotation, ore is finely ground, turned into slurry, then placed in a tank known as a flotation cell. Chemicals are added to the slurry causing the gold-containing sulfides to attach to air bubbles and float to the top of the tank. The sulfides are removed from the cell and converted into a concentrate that can then be processed in an autoclave, roaster, or fine grinding circuit to recover the gold through leaching. Gold-bearing solution is then plated onto cathodes in an electrowinning process or precipitated using zinc powder. In both cases, the precipitate is melted with fluxes in a furnace to produce doré*.*

Concentrate. Ore containing zinc, silver, lead, and gold is delivered to a crushing and grinding plant which feeds a sulfide processing plant. The sulfide processing plant primarily comprises lead and zinc flotation stages. In the lead and zinc flotation, the slurry is conditioned with reagents to activate the desired minerals and produce lead and zinc concentrate. The lead concentrate is highly enriched in gold and silver, with a smaller fraction of the precious metal recovered in the zinc concentrate. The resulting concentrate is sold to smelters or traders for further processing.

Ore containing copper and gold is crushed to a coarse size at the mine and then transported via conveyor to a process plant, where it is further crushed and then finely ground as a slurry. The ore is initially treated by successive stages of flotation resulting in a gold/copper concentrate generally containing within 10% to 26% copper and is dewatered and transported off-site. The flotation tailings have a residual gold content that is recovered in a carbon-in-leach circuit.

A summary of product and form by segment is set forth below.

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(1)Products listed are only for gold and co-product metals. See above for further information on co-product classification.

(2)Refer to Note 3 to the Consolidated Financial Statements for further information on divestitures.

Competition

The top 10 producers of gold comprise approximately 25% of total worldwide mined gold production. We currently rank as the top gold producer with approximately 5% of estimated total worldwide mined gold production. Our competitive position is based on the size and grade of our ore bodies anchored in favorable mining jurisdictions and our ability to manage costs compared with other producers. We have a diverse portfolio of mining operations with varying ore grades and cost structures. Our costs are driven by the location, grade and nature of our ore bodies, and the level of input costs, including energy, labor, and equipment. The metals markets are cyclical, and our ability to maintain our competitive position over the long term is based on our ability to acquire and develop quality deposits, hire and retain a skilled workforce, and manage our costs.

Licenses and Concessions

Other than operating licenses for our mining and processing facilities, there are no third-party patents, operating licenses, or franchises material to our business. In many countries, however, we conduct our mining and exploration activities pursuant to land-related licenses which include leases, concessions, claims, or prospecting licenses granted by the host government. These countries include, among others, the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. Refer to Item 2, Properties, below for further information on land-related licenses and concessions by property. The concessions and contracts are subject to the political risks associated with the host country. Refer to Item 1A, Risk Factors, below for further information.

Condition of Physical Assets and Insurance

Our business is capital intensive and requires ongoing capital investment for the replacement, modernization or expansion of equipment and facilities. Refer to Results of Consolidated Operations and Liquidity and Capital Resources within Part II, Item 7, MD&A, for further information.

We maintain insurance policies against property loss, business interruption, and other risks that are typical in the operation of our business, in amounts that we believe to be reasonable. Such insurance, however, contains exclusions and limitations on coverage, particularly with respect to environmental liability and political risk. There can be no assurance that claims would be paid under such insurance policies in connection with a particular event. Refer to Item 1A, Risk Factors, below for further information.

Environmental, Social and Governance

Overview

Focusing on environmental, social and governance ("ESG") practices are an important part of Newmont’s business. Widely recognized for our principled ESG practices, we have been consistently ranked as a leader in the mining and metal sector of the S&P Global, and we have been listed on the Dow Jones Sustainability World Index since 2007.

ESG is a key part of how we make investment decisions and central to our culture and purpose to create value and improve lives through sustainable and responsible mining. Sustainability and safety are integrated into the business at all levels of the organization through our global policies, standards, strategies, business plans, and remuneration plans. Our global strategies, notably those related to Sustainability and Health, Safety, and Security, direct all levels of our business in environmental stewardship, strong workforce safety and health practices, social responsibility and good governance. With clear targets, open communication and transparent reporting, we strive for continuous improvement to meet the evolving expectations of investors, governments, communities and other key stakeholders, and to contribute to a sustainable future for all.

Stakeholder Engagement

We engage regularly with relevant stakeholders, who we consider to be any person or organization potentially impacted by our activities or influential to our success, which allows us to gain a greater understanding of their needs, interests and perspectives while, at the same time, encouraging shared decision making to promote mutually beneficial outcomes. These engagements also inform what information is most useful for stakeholders for the purposes of our non-financial reporting. Newmont also engages with and commits to meeting the expectations of a variety of organizations at a global, regional, national and local level - and where applicable - adhering to these organizations' high standards of governance, social and environmental policies and performance. These memberships and other external commitments reflect our values, support our approach to working collaboratively on best practices across several key matters and allow external stakeholders to hold us accountable. Our participation in industry initiatives, wherein we often take a leadership role, allows us to inform and influence global standards and practices, as well as gain insight into emerging expectations and issues.

Reporting

We believe that transparency and accountability are key attributes of governance. Since 2003, Newmont has been reporting on how we manage the sustainability issues of relevance to stakeholders around the globe. Our sustainability report provides an annual review of non-financial performance on governance, strategy and management approach, risk management, and performance and targets in key areas that include health, safety and security, workforce, the environment, supply chain, social responsibility, business integrity and compliance, value sharing, and inclusion, diversity, and equity domains. Our sustainability report is compiled in accordance with the Global Reporting Initiative ("GRI") Standards (GRI 1: Foundation 2021; G4 Mining and Metals Sector Disclosure), and the Sustainability Accounting Standards Board Metals & Mining Industry Standard (Version 2023-12). Select data is subject to an external limited assurance review and reflects Newmont’s commitment to transparency and reporting obligations as a founding member of the International Council on Mining and Metals ("ICMM") and as an early adopter of the UN Guiding Principles Reporting Framework. Additionally, our sustainability report aligns with the requirements the ICMM's Mining Principles' Performance Expectations and Position Statements, the GISTM and the World Gold Council's Responsible Gold Mining Principles.

Newmont’s sustainability reporting suite also includes our sustainability-linked bond framework, ESG data tables, conflict-free gold report, modern slavery statement, policy influence disclosures, taxes and royalties contributions report, and other reports and responses, which can be found on our website at www.newmont.com/sustainability.

The information in our sustainability report and on our website is not incorporated by reference in this annual report or otherwise “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Environmental Practices

Climate Change*.* We accept the Intergovernmental Panel on Climate Change’s assessment of climate science, and we acknowledge that human activities contribute to climate change and business has an important role in addressing this global challenge. It is our firm belief that climate change is one of the greatest global challenges of our time. For a discussion of climate-related risks, refer to Item 1A, Risk Factors.

Climate Targets and Initiatives to Achieve. We believe that value-creation industries like mining have a responsibility to drive actions to transition us to a low-carbon economy. In an effort to play our part in addressing climate change, in 2020 we announced science-based, GHG emissions reduction targets of 32% for Scope 1 and Scope 2 and 30% for Scope 3 by 2030 ("2030 climate targets"), with an ultimate ambition of being carbon neutral by 2050. Newmont's emission calculation methodology framework dictates that any change of 5% resulting from divestitures or acquisitions requires recalculation of baseline data. The acquisition of Newcrest in November 2023 as well as the divestitures in 2024 through 2025 triggered Newmont to recalculate the target baseline years and trailing years of GHG emissions data. We are continuing to review our targets and roadmap which may result in amendments

in the future. Investors are reminded that climate-related targets are subject to aspirational management goals and forward-looking statements, which remain subject to risks and uncertainties. For example, our ability to achieve our Scope 3 emissions targets is subject to the actions of entities not within our control, though we continue to work with our partners on these matters. While we review our performance annually and seek opportunities to advance, meeting this target should not be projected or relied upon. Refer to Forward-Looking Statements, below, and Item 1A, Risk Factors of this report under the heading "Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy."

Our most significant opportunities to reduce emissions exist in building or deploying cleaner energy solutions at our mine sites, as well as the greening of the electrical grid that supplies energy to our operations. Since announcing our 2030 climate targets, we have taken steps to invest in climate change initiatives in support of our goal. We also see sustainable finance as a way to further demonstrate Newmont's focus on climate change. In December 2021, Newmont became the first in the mining industry to issue a sustainability-linked bond, with the registered public offering of $1 billion aggregate principal amount of 2.6% Sustainability-Linked Senior Notes due 2032 (the "Notes"), with the coupon linked to Newmont’s performance against key ESG goals regarding 2030 climate targets. In connection with the issuance of the Notes, Newmont published a Sustainability-Linked Bond Framework and obtained a second party opinion on the framework from the Institutional Shareholder Services group of companies ESG. The Notes align Newmont’s business and financing by creating a direct link between its sustainability performance and funding strategies.

In addition to our focus on reducing carbon emissions, we believe that access to clean, safe water is a human right, and reliable water supplies are vital for hygiene, sanitation, livelihoods and the health of the environment. Because water is also critical to our business, we recognize the need to use water efficiently, protect water resources, and collaborate with the stakeholders within the watersheds where we operate to effectively manage this shared resource. We operate in water-stressed areas with limited supply, and increased pressure on water supplies may occur due to increasing populations in and around communities in proximity to our operations.

Biodiversity. Our operations span multiple continents in a range of ecosystems that include tropical, desert and arctic climates. We understand the impact our activities can have on the environment and are committed to protect and prevent – or otherwise minimize, mitigate and remediate – those impacts in the areas where we operate through responsible management during all aspects of the mine lifecycle and collaboration with stakeholders to develop integrated approaches to land use.

Our Environmental Impact. We conduct our operations so as to protect public health and the environment and believe our operations are in compliance with applicable laws and regulations in all material respects. Our mining and exploration activities are subject to various laws and regulations in multiple jurisdictions governing the protection of the environment. These laws and regulations are continually changing.

Our Environmental Reclamation and Remediation Commitments. Each operating mine has a reclamation plan in place that meets, in all material respects, applicable legal and regulatory requirements. We are also involved in several matters concerning environmental obligations associated with former, primarily historical, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites. The reclamation and remediation stage is a multifaceted process with complex risks. Successfully closing and reclaiming mines is crucial for gaining stakeholder trust and maintaining social acceptance. Notably, Newmont is committed to the implementation of the GISTM and disclosure of implementation status for tailings facilities. Disclosures can be found on our website. Conformance with the GISTM remains ongoing and has and may continue to result in further increases to our sustaining costs and estimated closure costs. Additionally, laws, regulations and permit requirements focused on water management and discharge requirements for operations and water treatment are becoming increasingly stringent. Compliance with water management and discharge quality remains dynamic and has and may continue to result in further increases to our estimated closure costs. For a discussion of the most significant reclamation and remediation activities, refer to Note 6 and Note 24 to the Consolidated Financial Statements. For discussion of regulatory, tailings storage facilities, water, climate and other environmental risks, refer to Item 1A, Risk Factors, for additional information.

Social Practices

Our People. At Newmont, one of the strategic pillars is people.

The success of our business comes from the accomplishments and well-being of our employees and contractors. That is why we strive to build a workplace culture that fosters leaders where everyone belongs, thrives, and is valued.

At December 31, 2025, approximately 17,500 people were employed by Newmont and Newmont subsidiaries, and approximately 26,600 people were working as contractors in support of Newmont’s operations and attainment of our objectives. Additionally, at December 31, 2025, approximately 27% of our workforce were members of a union or participated in collective bargaining. We are committed to fostering solid relationships with all members of our workforce based on trust, treating workers fairly and providing them with safe and healthy working conditions. For a discussion of related risks, refer to Item 1A, Risk Factors.

Our people strategy represents a multi-year journey, and its three pillars and respective aspirations include: (i) leadership – grow and attract exceptional leaders for our Company, the industry and beyond; (ii) inclusion, diversity and equity - through bold actions cultivate an inclusive, diverse and engaged workforce; and (iii) people experiences - foster a meaningful work experience that

enables our culture and strategy to flourish. The Board of Directors’ Leadership Development and Compensation Committee holds reviews with management every quarter and on an ad hoc basis as needed to ensure appropriate management of human capital and progress against our stated goals.

The people who work on our behalf give us a competitive advantage. Through our global people strategy, we align our talent management efforts with the overall business strategy. The strategy’s focus areas include enhancing the employee experience and evolving for future workforce needs; building our bench strength and leadership capabilities; developing effective labor relations that align stakeholders with a shared future; and improving inclusion.

Inclusion, Diversity, and Equity. Inclusion is one of our five core values. We support this through a focus on our culture and four key areas of inclusion: (i) start with respect; (ii) listen to and engage employees; (iii) leverage dissonance, consistency, and persistence toward a future state culture; and (iv) focus on the career progress of underrepresented team members. Newmont is an equal employment opportunity employer and Newmont's policy is to not make employment-related decisions based on gender or any other protected basis.

In our annual sustainability report, Newmont voluntarily reports workforce and labor information in accordance with GRI Standards, including data on workforce demographics, compensation and equal remuneration, gender diversity, union representation, labor relations, employee turnover, hiring representation, and training and development. Newmont also reports employment data in U.S. Equal Employment Opportunity Commission EEO-1 reports which can be found on our website. The information in our sustainability report and on our website is not incorporated by reference in this annual report.

ESG Performance-based Compensation. The importance of ESG performance is emphasized with our workforce through our training and development programs and our compensation design. Employees eligible for our short-term incentive plan are held accountable for the Company’s health, safety, and sustainability performance through Newmont’s performance-based compensation structure. ESG will comprise 30% of the Company’s short-term incentive plan payout for 2025, with 20% allocated to health & safety metrics and 10% to sustainability performance based social and environment metrics.

Additional information regarding the Company’s compensation programs and performance will be provided in the 2026 Proxy Statement.

Health and Safety. Safeguarding the health and safety of our employees and contractors is fundamental to how we operate. Mining activities pose risks and hazards that must be effectively managed and controlled to minimize their impact. Safety is one of Newmont's core values, and our global Health, Safety, and Security strategy aims to advance our journey toward a workplace free from fatalities, injuries and illnesses. We believe that our operations are in compliance with applicable laws and regulations in all material respects. We continue to sustain robust controls at our operations and offices around the globe. We measure the effectiveness of our approach to managing the wide range of health and safety risks by setting measurable objectives and targets. The quality and effectiveness of our health and safety controls are audited regularly as part of our assurance and governance process.

Commitments to Communities. Gaining and maintaining the trust of stakeholders impacted by a business is an ongoing endeavor. At Newmont, we use a collaborative approach to relationships with stakeholders and earning social acceptance. Through understanding and managing our activities' impacts on communities and involving local stakeholders in decision making, we aim to build enduring relationships based on respect and mutually beneficial and sustainable development outcomes. We monitor various metrics and performance objectives to assess the effectiveness of our social acceptance approach, and to better understand both the positive and negative impacts that our activities have on host communities. We seek to include impacted communities and groups in determining mitigation or optimization of these impacts in a manner that is culturally appropriate and with the consent of those impacted. We also recognize our responsibility to respect and promote human rights.

Governance Practices

Board of Directors Oversight. Newmont believes that strong corporate governance, with management accountability and active oversight from an experienced Board of Directors, is essential for mitigating risk, serving in the best interests of all stakeholders and creating long-term value. The highest level of oversight at Newmont resides with Newmont’s Board of Directors (the “Board"). The Board of Directors plays a critical role, overseeing the Company’s business strategy and the overall goal of delivering long-term value creation for stockholders and other stakeholders. The members of the Board of Directors bring a broad range of backgrounds, experiences and talents, along with ethnic and gender diversity, to our governance process. As of December 31, 2025, the Board of Directors was comprised of 12 directors (11 independent non-executive directors and one executive director) with more than 55% of the independent directors with a form of ethnic or gender diversity to the Board of Directors, with 36% female representation among independent directors. With the retirement of Tom Palmer, and the appointment of Natascha Viljoen to the Board on January 1, 2026, to her new role as President and Chief Executive Officer, overall female representation on the Board increased to 42%.

Four core Board committees, Audit, Corporate Governance and Nominating, Leadership Development and Compensation, and Safety and Sustainability, provide oversight and guidance in these key areas. Each committee assists the Board of Directors in carrying out responsibilities such as assessing major risks, ensuring high standards of ethical business conduct, succession planning and talent management, and approving and providing oversight of the sustainability strategy, which includes commitments to the adoption of best practices in promotion of a healthy and safe work environment, and environmentally sound and socially responsible mining and

resource development. All members of these four core Committees are independent, as defined in the listing standards of the New York Stock Exchange and Newmont’s Corporate Governance Guidelines. More information on Newmont’s Board, governance practices and risk oversight can be found in our annual Proxy Statement.

Code of Conduct. Our global Code of Conduct (the “Code”), which was adopted and approved by Newmont’s Board, forms the foundation for our integrity expectations, and six overarching policies, along with our standards on Anti-Corruption, Conflicts of Interest, Gifts and Entertainment and U.S. Export Compliance, state the minimum requirements for conducting business honestly, ethically and in the best interests of Newmont. Our Code reflects our belief that as important as what we do is how we do it. It requires all representatives of Newmont to demonstrate our values – safety, integrity, sustainability, inclusion and responsibility – in every aspect of our professional lives and ultimately, to live up to our purpose, which is to create value and improve lives through sustainable and responsible mining.

Governance Materials. Our Corporate Governance Guidelines, Proxy Statement, policies, and the charters for the Committees of the Board of Directors are available on our website, www.newmont.com, and are available free of charge upon request to Investor Relations at our principal executive office. We also file with the New York Stock Exchange an annual certification that our Chief Executive Officer is unaware of any violation of the NYSE’s corporate governance standards. We make available free of charge through our website this annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this report.

Risk Factor Summary

We are subject to a variety of risks and uncertainties, including risks related to our operations and business, financial risks, risks related to our industry, environmental and climate risks, risks related to the jurisdictions in which we operate, risks related to our workforce, legal risks and risks related to our common stock, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Risks that we deem material are described in Item 1A, Risk Factors of this report. These risks include, but are not limited to, the following:

• A substantial or extended decline in gold, copper, silver, lead or zinc prices would have a material adverse effect on us.

• We may be unable to replace gold, copper, silver, lead or zinc reserves as they become depleted.

• Estimates of proven and probable reserves and measured, indicated and inferred resources are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

• Estimates relating to projects and mine plans of existing operations are uncertain and we may incur higher costs and lower economic returns than estimated.

• Increased operating and capital costs could affect our profitability.

• Mine closure, reclamation and remediation costs for environmental liabilities may exceed the provisions we have made.

• Damage to our reputation may result in decreased investor confidence, challenges in maintaining positive community relations and can pose additional obstacles to our ability to develop our projects, which may result in a material adverse impact on our business, financial position, results of operations and growth prospects.

• We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.

• To the extent we hold or acquire interests in any joint ventures or enter into any joint ventures, our interests in these properties is subject to risks normally associated with the conduct of joint ventures.

• Our operations and business have in the past been affected by the COVID-19 pandemic, and may be materially and adversely impacted in the future by pandemics, epidemics and other health emergencies.

• Increased exposure to foreign exchange fluctuations and capital controls may adversely affect Newmont’s costs, earnings and the value of some of our assets.

• Future funding requirements may affect our business, our ability to pursue new business opportunities, invest in existing and new projects, pay cash dividends or engage in share repurchase transactions.

• Our long-lived assets and goodwill could become impaired, which could have a material non-cash adverse effect on our results of operations.

• Our ability to recognize the benefits of deferred tax assets is dependent on future cash flows and taxable income.

• Any downgrade in the credit ratings assigned to our debt securities could increase our future borrowing costs and adversely affect the availability of new financing.

• Returns for investments in pension plans are uncertain.

• We may experience increased costs or losses resulting from the hazards and uncertainties associated with mining.

• Mining operations involve a high degree of risk, including hazards related to the use of explosives and hazardous chemicals and critical equipment failure.

• We rely on our supply chain operations to procure goods and services to support our operations and projects, and competition with other natural resource companies, and shortage of critical parts, services and equipment may adversely affect our operations and development projects.

• We may be unable to obtain or retain necessary permits and land or mining tenure which could adversely affect our operations and projects.

• Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations.

• Illegal mining and artisanal mining occurs on or adjacent to certain of our properties exposing such sites to security risks.

• Civil disturbances and criminal activities can disrupt business and expose the Company to liability.

• Our operations and projects face substantial regulation of health and safety.

• Our operations and projects are subject to extensive environmental laws and regulations.

• Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.

• Our operations and projects are subject to a range of transitional and physical risks related to climate change.

• Our Company and the mining industry are facing continued geotechnical, geothermal and hydrogeological challenges, which could adversely impact our production and profitability.

• Our operations and projects may be adversely affected by rising energy prices or energy shortages.

• Our operations and projects are dependent on the availability of sufficient water supplies and subject to water-related risks.

• Our operations and projects are subject to risks related to our relationships and/or agreements with local communities, including Indigenous Peoples, and laws for the protection of cultural heritage.

• Our operations and projects are subject to risks of doing business in multiple jurisdictions.

• New or changing legislation and tax risks in certain operating jurisdictions could negatively affect us.

• Changes in mining or investment policies or shifts in political and social attitudes in the jurisdictions in which we operate may adversely affect our operations or profitability.

• Our operations at Yanacocha and projects in Peru are subject to political and social unrest risks.

• Our Merian operation in Suriname is subject to political, security and economic risks.

• Our operations at Ahafo South and Ahafo North in Ghana are subject to political, economic, security and other risks.

• Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina, regulatory risk and labor unrest.

• Our operations at Lihir and project at Wafi-Golpu in PNG are subject to political and regulatory risks and other uncertainties.

• Our operations and projects in Canada are subject to legal and regulatory risks and other uncertainties in connection with claims and challenges by Indigenous groups.

• Our business depends on good relations with our employees.

• Our Peñasquito operation in Mexico is subject to social, political, regulatory, and economic risks.

• We may not be able to operate successfully if we are unable to recruit, hire, retain and develop key personnel and a qualified and diverse workforce. In addition, we are dependent upon our employees being able to perform their jobs in a safe and respectful work environment.

• We rely on contractors to conduct a significant portion of our operations and construction projects.

• Our business is subject to the U.S. Foreign Corrupt Practices Act, and other related anti-bribery laws and regulations. A breach or violation of these rules and regulations could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

• Newmont’s global operations create exposure to U.S. and international trade, sanctions, and export control risks. As a U.S.-headquartered company, Newmont must comply with U.S. trade laws worldwide, as well as applicable local regulations. These risks stem from cross-border movement of mineral, equipment, technology, services, capital, and data, often involving third

parties. Trade compliance failures may result in legal exposure, financial penalties, operational disruption, reputational damage, and restricted access financial systems or markets.

• Unanticipated litigation or negative developments in pending litigation or with respect to other contingencies may adversely affect our financial condition and results of operations.

• Title to some of our properties may be insufficient, defective, or challenged.

• The price of our common stock may be volatile, which may make it difficult for you to sell the common stock at the price you paid or at prices you find attractive.

• Holders of our common stock, CDIs and PDIs may not receive dividends.

• Compliance with exchange listing rules as a foreign exempt listing may differ from investor expectations.

• We may not receive any or all deferred or contingent consideration for divested assets.

• We are subject to ongoing indemnification and other retained liabilities from certain recent and historical transactions.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.

Forward-Looking Statements

Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Words such as “expect(s),” “feel(s),” “believe(s),” “will,” “may,” “anticipate(s),” “estimate(s),” “should,” “intend(s),” "target(s)," "plan(s)," "potential," and similar expressions are intended to identify forward-looking statements. Our forward-looking statements may include, without limitation:

• estimates regarding future earnings and the sensitivity of earnings to gold, copper, silver, lead, zinc and other metal prices;

• estimates of future mineral production and sales;

• estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis, including estimates of future costs applicable to sales and all-in sustaining costs;

• estimates of future cash flows and the sensitivity of cash flows to gold, copper, silver, lead, zinc and other metal prices;

• estimates of future capital expenditures, including development and sustaining capital, as well as construction or closure activities and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;

• estimates as to the projected development of certain ore deposits or projects, such as the Tanami Expansion 2, Cerro Negro District Expansion 1, Cadia Panel Caves, Red Chris Block Cave and Wafi-Golpu, including without limitation expectations for the production, milling, costs applicable to sales, all-in sustaining costs, mine-life extension, the costs of such development and other capital costs, financing plans for these deposits and expected production commencement dates, construction completion dates and other timelines;

• estimates of reserves and resources statements regarding future exploration results and reserve and resource replacement and the sensitivity of reserves to metal price changes;

• statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future share repurchase transactions, debt repayments or debt tender transactions;

• statements regarding future cash flows and returns to stockholders, including with respect to future dividends and expected payout levels;

• estimates regarding future exploration expenditures and discoveries;

• statements regarding fluctuations in financial and currency markets;

• estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;

• expectations regarding statements on future or recently completed transactions and expectations regarding potential future transactions;

• estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies, and future cash flow enhancements through portfolio optimization, restructurings and cost savings initiatives;

• expectations of future equity and enterprise value;

• expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;

• statements regarding future hedge and derivative positions or modifications thereto;

• statements regarding local, community, political, economic or governmental conditions and environments;

• statements and expectations regarding the impacts of health and safety conditions;

• statements regarding the impacts of changes in the legal and regulatory environment in which we operate, including, without limitation, relating to regional, national, domestic and foreign laws;

• statements regarding climate strategy and expectations regarding greenhouse gas emission targets (including Scope 1, Scope 2 and Scope 3 targets) and other climate-related goals, aspirations and ambitions, and related operating costs and capital expenditures;

• statements regarding expected changes in the tax regimes in which we operate, including, without limitation, estimates of future tax rates and estimates of the impacts to income tax expense, valuation of deferred tax assets and liabilities, and other financial impacts;

• estimates of income taxes and expectations relating to tax contingencies or tax audits;

• estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation, in connection with water treatment, such as the Yanacocha water treatment plants, and tailings management;

• statements relating to potential impairments, revisions or write-offs, including without limitation, the result of fluctuation in metal prices, unexpected production or capital costs, or unrealized reserve potential;

• estimates of pension and other post-retirement costs;

• statements regarding estimates of timing of adoption of recent accounting pronouncements and expectations regarding future impacts to the financial statements resulting from accounting pronouncements; and

• estimates of future cost reductions, savings and efficiencies in connection with programs and cost saving initiatives.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Such risks include, but are not limited to:

• there being no significant change to current geotechnical, metallurgical, hydrogeological and other physical conditions;

• the price of gold, copper, silver, lead, zinc and other metal prices and commodities;

• the cost of operations and prices for key supplies;

• currency fluctuations, including exchange rate assumptions;

• other macroeconomic events impacting inflation, interest rates, supply chain, and capital markets;

• operating performance of equipment, processes and facilities;

• environmental impacts and geotechnical challenges including in connection with climate-related and other catastrophic events;

• labor relations;

• healthy and safety impacts including in connection with global events, pandemics, and epidemics;

• timing of receipt of necessary governmental and regulatory permits or approvals;

• domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;

• changes in tax laws;

• political developments in any jurisdiction in which Newmont operates being consistent with its current expectations;

• our ability to obtain or maintain necessary financing; and

• other risks and hazards associated with mining operations.

More detailed information regarding these factors is included in Item 1A, Risk Factors and elsewhere throughout this report. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Available Information

Newmont maintains a website at www.newmont.com and makes available, through the Investor Relations section of the website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the SEC. Certain other information, including Newmont’s Corporate Governance Guidelines, the charters of key committees of its Board of Directors and its Code of Conduct are also available on the website.

Our business activities are subject to significant risks, including those described below. You should carefully consider these risks. If any of the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Refer to “Forward-Looking Statements.”

Risks Related to Our Operations and Business

A substantial or extended decline in gold, copper, silver, lead or zinc prices would have a material adverse effect on us.

Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include:

• Gold sales, purchases or leasing by governments and central banks;

• Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals;

• The relative strength of the U.S. dollar;

• The monetary policies employed by the world’s major Central Banks;

• The fiscal policies employed by the world’s major industrialized economies;

• Expectations of the future rate of inflation;

• Interest rates;

• Recession or reduced economic activity in the United States, Australia, China, India and other industrialized or developing countries;

• Decreased industrial, jewelry, base metal or investment demand;

• Increased import and export taxes;

• Increased supply from production, disinvestment and scrap;

• Forward sales by producers in hedging or similar transactions;

• Availability of cheaper substitute materials; and

• Changing investor or consumer sentiment, including in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternatives and other factors.

Average gold prices for 2025 were $3,432 per ounce (2024: $2,386; 2023: $1,941), average copper prices for 2025 were $4.51 per pound (2024: $4.15; 2023: $3.85), average silver prices for 2025 were $40.03 per ounce (2024: $28.27; 2023: $23.35), average lead prices for 2025 were $0.89 per pound (2024: $0.94; 2023: $0.97), and average zinc prices for 2025 were $1.30 per pound (2024: $1.26; 2023: $1.20). Prices are obtained from the London Bullion Market Association for gold and silver and the London Metal Exchange for copper, lead and zinc. Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. Historically, the commodity markets have been very volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital, and on the quantities of reserves that the Company can economically produce. Refer to Note 2 to the Consolidated Financial Statements for further information.

In addition, sustained lower gold, silver, copper, zinc or lead prices can:

• Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that become uneconomic at sustained lower metal prices;

• Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record write downs related to the carrying value of its stockpiles and ore on leach pads;

• Halt or delay the development of new projects;

• Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and

• Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

We may be unable to replace gold, copper, silver, lead or zinc reserves as they become depleted.

Mining companies must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, by locating new deposits or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization. Accordingly, our current or future exploration programs may not result in new mineral producing operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration until commencement of production, during which time the economic feasibility of production may change.

We may consider, from time to time, the acquisition of ore reserves from others related to development properties and operating mines. Such acquisitions are typically based on an analysis of a variety of factors including historical operating results, estimates of and assumptions regarding the extent of ore reserves, the timing of production from such reserves and cash and other operating costs. Other factors that affect our decision to make any such acquisitions may also include our assumptions for future gold, copper, silver, lead or zinc prices or other mineral prices and the projected economic returns and evaluations of existing or potential liabilities associated with the property and its operations and projections of how these may change in the future. In addition, in connection with any acquisitions we may rely on data and reports prepared by third parties (including ability to permit and compliance with existing regulations) and which may contain information or data that we are unable to independently verify or confirm. Other than historical operating results, all these factors are uncertain and may have an impact on our revenue, our cash flow and other operating issues, as well as contributing to the uncertainties related to the process used to estimate reserves and resources. In addition, there may be intense competition for the acquisition of attractive mining properties.

As a result of these uncertainties, our exploration programs and any acquisitions which we may pursue may not result in the expansion or replacement of our current production with new ore reserves or operations, which could have a material adverse effect on our business, prospects, results of operations and financial position.

Estimates of proven and probable reserves and measured, indicated and inferred resources are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

The mineral reserves stated in this report represent the amount of gold, copper, silver, lead, zinc and molybdenum that we estimated, at December 31, 2025, could be economically and legally extracted or produced at the time of the reserve determination. Estimates of proven and probable reserves are subject to considerable uncertainty. Such estimates are, or will be, to a large extent, based on the prices of gold, copper, silver, lead, zinc, and molybdenum and interpretations of geologic data obtained from drill holes and other exploration techniques, which data may not necessarily be indicative of future results. If our reserve estimations are required to be revised due to significantly lower gold, copper, silver, lead, zinc, and molybdenum prices, increases in operating costs, red

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None.

Risk Management and Strategy

We rely upon technology and information systems to support our mining and business operations globally. These systems may be susceptible to cybersecurity risks including, but not limited to, external attackers, malware, viruses, and unauthorized access to our IT systems. Cybersecurity and the secure adoption of emerging technologies, including artificial intelligence ("AI"), remain strategic priorities for Newmont. In November 2025, we implemented an enterprise-wide Artificial Intelligence Standard that governs AI adoption and use, model lifecycle management, and associated cybersecurity and privacy controls. We continuously invest in developing our cybersecurity controls and processes to address these threats and reduce the risk of future breaches and cyber attacks. Our processes to assess, identify, and manage cybersecurity risk are integrated with our global Risk Management System ("RMS") and include periodic

enterprise-wide cyber risk assessments, continuous control monitoring, scenario-based exercises, and site-level reviews of our operational technology environments. Our Board of Directors and management team oversee these risks ensuring alignment with our business objectives and regulatory obligations.

Foundationally, we seek to manage cyber risk through a structure of controls that includes cybersecurity standards, policies and cyber solutions that protect the availability, integrity, and confidentiality of our critical IT and mining systems. We monitor for emergent cyber threats and assess any actions required to reduce those risks. Our cybersecurity program is aligned to globally recognized security frameworks including the Mitre Att&ck Framework, NIST and ISO27001. We previously maintained ISO27001 certification; while we are no longer certified, we continue to align our cybersecurity program to ISO27001 principles and conduct periodic independent assessments of our controls. We further test our cybersecurity controls by engaging leading third-party cybersecurity service providers to perform external and internal penetration tests of critical business applications and mining system. Additionally, we review and tabletop test our incident response plan. We leverage continuous monitoring of our internet facing presence, as well as, known internet based criminal communities for indicators referencing Newmont, our executives, and employees. Our Security Operations Center ("SOC") continuously monitors for security events and threats, responding and escalating when appropriate. We also hold employee trainings on privacy and current cybersecurity topics, conduct phishing tests and generally seek to promote awareness of cybersecurity risk through communication and education of our employee population.

Newmont requires third parties that supply IT services, have access to Newmont systems, or manage Newmont data to adhere to established Newmont security policies. Additionally, Newmont requires such third parties to provide detailed information on their established security controls via our third party risk assessment process. The third party risk assessment informs our contracting process. Specific certification may be required of critical third party IT service providers and partners. All third party workers are bound by our Acceptable Technology Use standard which governs appropriate IT systems access and usage.

Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Computer viruses, hackers, employee or vendor misconduct, and other external hazards could expose our information systems, and those of our vendors, to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our business. Cybersecurity incidents may also cause disruption to mining operations; critical financial or reporting systems impairment; breach or integrity loss of Newmont proprietary or confidential data; or external reputational damage.

The sophistication of cybersecurity threats, including through the use of AI, continues to increase, and the controls and preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may become insufficient. We evaluate the effectiveness of our controls through continuous monitoring, testing, and lessons-leaned reviews following incidents and exercises, and adapt our program accordingly. In addition, new technology that could result in greater operational efficiency such as our use of AI, fleet electrification, and autonomous vehicles may further expose our operations and computer systems to the risk of cybersecurity incidents. Newmont did not identify any cybersecurity incidents during the year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect Newmont's business strategy, results of operations, or financial condition.

Additional information about cybersecurity risks we face is discussed in Item 1A, Risk Factors of this report under the heading "We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration" which should be read in conjunction with the information above.

Governance

As part of our overall risk management approach, we prioritize the identification and management of cybersecurity risk at several levels, including Board oversight, executive commitment and employee training. Our Audit Committee, comprised of independent directors from our Board, oversees the responsibilities relating to the operational (including information technology ("IT") risks and data security) risk affairs of the Company. Our Audit Committee is informed of such risks through quarterly reports from our cybersecurity leadership and it reports any material findings and recommendations to the full Board for consideration.

Our Cybersecurity team, comprised of seasoned IT and cybersecurity members, has decades of experience across multiple technical and compliance disciplines including cyber incident response, forensics, IT compliance, incident recovery, threat investigation and information technology. Our cybersecurity team includes several individuals who hold industry recognized certifications and advanced degrees in cybersecurity. Cybersecurity oversees the implementation and compliance of our information security standards, information technology compliance, and mitigation of information security related risks. The Chief Technology Officer and Chief Information Officer have direct oversight of the cybersecurity function. We also have management level committees, leaders, and a cybersecurity incident team who support our processes to assess and manage cybersecurity risk as follows:

• Working closely with the legal team, cybersecurity leadership drives the identification and mitigation of privacy-related risks across the enterprise. This collaborative approach engages legal, compliance, and other functional leaders as needed.

• The Cybersecurity Disclosure Steering Committee, comprised of leadership from IT, cybersecurity, operations, risk, finance, legal and compliance across business segments, contributes to the assessment of cybersecurity breach, planned response, and required disclosures and filings.

• The Rapid Response Team, which includes senior executives across the Company and its global operations, is alerted as appropriate to cybersecurity incidents, natural disasters and business outages. The Rapid Response Team performs tabletop exercises on a yearly basis with inclusion across functions.

Each of these committees provides summary reports on their activities, which are then communicated as appropriate to the Audit Committee.

The Company maintains its corporate headquarters in Denver, Colorado, U.S. and has various regional offices. Newmont’s production, development, and exploration properties are described below. All key permits have either been obtained by Newmont or approval is expected to be received in the normal course of business. In addition, Newmont holds investment interests in Papua New Guinea, Chile, Peru, Mexico, Canada, and various other locations. Refer to Item 1A, Risk Factors, for risks related to our properties.

Operating Statistics, Proven and Probable Reserves, and Measured, Indicated and Inferred Resources contain tabular information that is presented in both metric and imperial as follows: (i) metric tonnage is utilized for all metals; (ii) gold and silver grades are presented in grams per tonne; (iii) copper, lead, zinc, and molybdenum grades are presented in percentages; and (iv) metal content for gold and silver is presented in ounces while metal content for copper, lead, zinc, and molybdenum is presented in pounds or tonnes. Refer to Operating Statistics, Proven and Probable Reserves, and Measured, Indicated and Inferred Resources below.

Production Properties

Newmont’s properties described below are in the production stage and are operated by Newmont, unless otherwise noted. Production and other operating statistics are presented below in the Operating Statistics section for each site. At December 31, 2025, the Lihir, Cadia, Boddington, and NGM properties are classified as material individual properties under Regulation S-K 1300 and additional details are provided for these properties accordingly. Additionally, the "Ahafo Complex", which includes the Company's Ahafo South and Ahafo North properties, is classified as material under Regulation S-K 1300.

Lihir, Papua New Guinea. (100% owned) Lihir is an open pit mine located near the town of Londolovit on Aniolam Island, approximately 560 miles (900 kilometers) northeast of Port Moresby, the national capital. Access to Aniolam Island is through the Kunaye airport located approximately 4 miles (7 kilometers) north of the mine. Newcrest acquired the Lihir mine in 2010. Newmont obtained the 100% ownership of Lihir when Newmont acquired Newcrest in 2023. The Lihir deposit is considered to be an example of an epithermal gold deposit. Aniolam Island is part of a 155 mile (250-kilometers) long, northwest-trending, alkalic volcanic island chain that sits within an area where several micro-plates (Solomon Sea Plate, South Bismarck Plate and North Bismarck Plate) developed between the converging Australian and South Pacific plates. Lihir comprises two Plio–Pleistocene volcanic blocks, Londolovit Block and Wurtol Wedge and three Pleistocene volcanic edifices, Huniho, Kinami, and Luise.

Lihir consists of a granted Special Mining Lease, two granted Mining Leases, one granted Exploration License, five granted Leases for Mining Purposes, and three Mining Easements held in the name of Lihir Gold. All leases expire in March 2035, except the

Exploration License and two Mining leases, which are subject to renewal. The total area under license is approximately 63,506 acres (25,700 hectares). Lihir is situated on land held variously under customary, State of PNG, and private ownership, including under State of PNG lease. The bulk of the land that is or will be affected by development, operations and closure of the Lihir Operations is customary owned. Newmont has been granted rights to undertake mining and processing of gold and related activities, through negotiations with the state and local government, and landowners in the area. Environment Permits for water extraction and waste disposal are in place to support mining operations. The Londolovit River is the main source of water for the process plant and surrounding area.

A 2% royalty is payable to the State on the realized prices of all gold and silver bullion sold, less transport and refining costs. In addition, a production levy of 0.5% is also payable to the PNG Mineral Resource Authority on the gross income from the sale of the minerals (i.e., excluding the offsets of treatment and refining charges, payable terms and freight) and other income derived from or in connection with the mining operations.

Operations at Lihir are conducted using a fleet of nine hydraulic shovels and 40 haul trucks, with payload ranging from 90 to 131 tonnes. The process plant consists of crushing and grinding followed by the option of bulk sulphide flotation, then pressure oxidation, and recovery of gold from washed oxidized slurry using conventional cyanidation and electrowinning. For tailings management, Lihir utilizes deep-sea tailings placement in a suitable deep-ocean location. The plant has undergone a number of alterations and expansions since first commissioning in 1997. Lihir’s gross property, plant and mine development at December 31, 2025 was $3,970.

As of December 31, 2025 and 2024, Lihir reported 16.0 million and 15.8 million ounces of gold reserves, respectively. The gold reserves remained consistent in 2025 compared to 2024.

As of December 31, 2025 and 2024, Lihir reported 20.7 million and 20.4 million ounces of gold resources, respectively. The gold resources remained consistent in 2025 compared to 2024.

Cadia, Australia. (100% owned) Cadia is located approximately 16 miles (25 kilometers) south-southwest of the town of Orange in New South Wales ("NSW") and is accessible primarily by paved roads and through the Orange airport located approximately 8 miles (13 kilometers) northeast of the Cadia Operations. The Cadia Operations consist of six granted mining leases and five granted exploration licenses and one granted Exploration Prospecting License through NSW encompassing a total area of 43,720 acres (17,693 hectares). Newmont predominantly owns all properties covered by the mining leases and a number of properties in the surrounding area. The main mining lease expires in October 2038 but can be renewed. Newcrest acquired the Cadia mine in 1991. Newmont obtained the 100% ownership of Cadia when Newmont acquired Newcrest in 2023.

The NSW government levies a royalty rate of 4% for gold, silver, copper, and molybdenum based on revenue. Treatment costs, depreciation, realization, and administration costs are allowable deductions from revenue for royalty calculations.

Cadia consists of the Cadia East, Cadia Hill, Cadia Extended, and Ridgeway deposits which consist of alkalic porphyry gold-copper style mineralization and the Big Cadia deposit which is a skarn-style occurrence.

Cadia operates two adjacent concentrators, Concentrator 1 and Concentrator 2, currently treating ore from Cadia East mine. Both concentrators have undergone throughput upgrades, including operational improvements, over the years. Water supply at Cadia is sourced from the Cadiangullong Dam, Upper Rodds Creek Dam, Flyers Creek Weir, Cadia Creek Weir, Orange Sewage Treatment Plant treated effluent, on-site groundwater bores, Belubula River, and site runoff. Cadia sources all of its power from the National Electricity Market. Cadia is currently under an electricity supply agreement and holds a power purchase agreement.

Production mining is an underground panel cave mining from Cadia East with underground crushing and conveyor to surface. The processing plant infrastructure includes high pressure grinding

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Information regarding legal proceedings is contained in Note 24 to the Consolidated Financial Statements contained in this Report and is incorporated herein by reference. The Company has elected to apply a threshold of $1 million pursuant to Item 103(c)(3)(iii) of Regulation S-K in connection with environmental proceedings to which a governmental authority is a party.

At Newmont, safety is a core value, and we strive for superior performance. We are working diligently to strengthen and improve our safety systems, along with the key safety tools that we use in the field. Newmont’s unified approach to safety and health called Always Safe, focuses on Integrated Systems, Robust Capabilities and Empowered Behaviors, through a leadership commitment to care, clarity, and capability. We will also continue to transparently share the lessons we learned with our employees and our peers in the industry to help improve the safety performance of our sector.

Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Newmont, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.

In addition, we have established our “Rapid Response” crisis management process to mitigate and prevent the escalation of adverse consequences if existing risk management controls fail, particularly if an incident may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, so as to reduce the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, to ensure communications are being carried out in accordance with legal and ethical requirements and to identify actions in addition to those addressing the immediate hazards. The health and safety of our people and our host communities is paramount.

Issuers operating U.S. mine sites regulated by MSHA are required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K. On February 28, 2025, the Company sold its ownership in the CC&V mine. Refer to Note 3 to the Consolidated Financial Statements for further information. As a result of this sale, the Company no longer operates any U.S. based mine sites regulated by MSHA. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is incorporated herein by reference to Exhibit 95 to Newmont Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 filed with the SEC on April 24, 2025.

It is noted that the Nevada mines owned by Nevada Gold Mines LLC, the joint venture between the Company (38.5%) and Barrick (61.5%), are not required to be disclosed in Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES (dollars in millions, except share, stockholders, and per share data)

Our common stock is listed and principally traded on the New York Stock Exchange under the symbol “NEM.” On February 12, 2026, there were 1,087,874,212 shares of Newmont’s common stock outstanding, which were held by approximately 6,000 stockholders of record.

During the period from October 1, 2025 to December 31, 2025, 4,943,977 shares of Newmont's equity securities registered pursuant to Section 12 of the Exchange Act of 1934, as amended, were purchased by the Company, or an affiliated purchaser.

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(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 25,062 shares, 8,029 shares, and 11,337 shares for the fiscal months of October, November, December 2025, respectively. Subsequent to the end of the covered period, the Company repurchased 672,232 additional shares at an average price of $111.81 per share pursuant to a Rule 10b5-1 plan for a total amount of $3,624 repurchased as of the date of filing under the stock repurchase programs described in (2) below.

(2)In February 2024, the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide returns to stockholders, provided that the aggregate value of shares of common stock repurchased does not exceed $1,000; this program has been completed. In October 2024, the Board of Directors authorized an additional $2,000 stock repurchase program to repurchase shares of outstanding common stock; this program has been completed. In July 2025, the Board of Directors authorized an additional $3,000 stock repurchase program to repurchase shares of outstanding common stock. The program will be executed at the Company's discretion. The repurchase program has no expiration date, may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock or to repurchase the full authorized amount. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future.

None.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share, per ounce and per pound amounts)

The following Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Corporation, a Delaware corporation, and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). We use certain non-GAAP financial measures in our MD&A. For a detailed description of each of the non-GAAP measures used in this MD&A, please refer to the discussion under Non-GAAP Financial Measures. This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report.

The following MD&A generally discusses our consolidated financial condition and results of operations for 2025 and 2024 and year-to-year comparisons between 2025 and 2024. Discussions of our consolidated financial condition and results of operations for 2023 and year-to-year comparisons between 2024 and 2023 are included in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 21, 2025.

Overview

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. Since 2015, Newmont has been ranked as the mining and metal sector’s top gold miner by the S&P Global Corporate Sustainability Assessment. Newmont has been ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. Our goal is to create value and improve lives through sustainable and responsible mining.

Refer to the Consolidated Financial Results, Results of Consolidated Operations, Liquidity and Capital Resources and Non-GAAP Financial Measures for information about the continued impacts from inflationary pressures, effects of certain countermeasures taken by central banks, and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations, as well as impacts on the timing and cost of capital expenditures and the risk of potential impairment to certain assets. Refer to discussion of Risk and Uncertainties within Note 2 to the Consolidated Financial Statements for further information.

Reportable Segments

In October 2025, the Company declared commercial production at its Ahafo North project in Ghana resulting in classification as a reportable segment. Prior to declaration of commercial production, Ahafo North was classified as a development project and all activity was included in the Ahafo South reportable segment up to the date of commercial production. Although not a reportable segment until the fourth quarter of 2025, the amounts related to Ahafo North have been reported separately for comparability purposes. Refer to Note 4 to the Consolidated Financial Statements for further information.

One of our reportable segments, NGM, is a joint venture that combined our and Barrick Mining Corporation’s (“Barrick”) respective Nevada operations, pursuant to the operating agreement entered into on July 1, 2019 between Barrick, Newmont and their wholly-owned subsidiaries party thereto (the “Nevada JV Agreement”). Barrick operates NGM with overall management responsibility and is subject to the supervision and direction of NGM’s Board of Managers, which is comprised of three managers appointed by Barrick and two managers appointed by Newmont. On January 26, 2026, we informed Barrick and the NGM Board of Managers that we had identified evidence of mismanagement at NGM, including diversion of resources from NGM to the benefit of Barrick’s wholly-owned property Fourmile and Barrick, and that we were exercising our contractual inspection and audit rights. On February 3, 2026, we sent Barrick a notice of default under the Nevada JV Agreement related to this conduct. Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any such disagreements could have a material adverse effect on NGM and the Company. Refer to Item 1A, Risk Factors, for a discussion of risk factors related to our joint ventures.

Divestiture of Non-Core Assets

Based on a comprehensive review of the Company’s portfolio of assets following the Newcrest acquisition, the Company’s Board of Directors approved a portfolio optimization program to divest six non-core assets and a development project in February 2024. The non-core assets to be divested included Akyem, CC&V, Éléonore, Porcupine, Musselwhite, Telfer, and the Coffee development project in Canada. In February 2024, the Company concluded that these non-core assets and the development project met the accounting requirements to be presented as held for sale in the first quarter of 2024.

The Company completed the sale the assets of the Telfer reportable segment in the fourth quarter 2024, the sale of the CC&V, Musselwhite, and Éléonore reportable segments in the first quarter of 2025, the sale of the Akyem and Porcupine reportable segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025.

Assets classified as held for sale are recorded at the lower of the carrying value or fair value, less costs to sell and are periodically valued until sale occurs with any resulting gain or loss recognized in (Gain) loss on sale of assets held for sale. Additionally, gains or losses recognized on the completion of the sale are recognized in (Gain) loss on sale of assets held for sale.

As a result, for the year ended December 31, 2025 a gain of $1,066 was recognized within (Gain) loss on sale of assets held for sale, primarily resulting from the completed sales. For the year ended December 31, 2024, a loss of $1,114 was recognized within (Gain) loss on sale of assets held for sale, primarily consisting of write-downs on assets held for sale. Refer to Note 3 to the Consolidated Financial Statements for further information on divestitures.

Newcrest Acquisition

On November 6, 2023, the Company completed its business combination transaction with Newcrest Mining Limited, a public Australian mining company limited by shares ("Newcrest"), whereby Newmont, through Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares (“Newmont Sub”), acquired all of the ordinary shares of Newcrest in a fully stock transaction for total non-cash consideration of $13,549. Newcrest became a direct wholly owned subsidiary of Newmont Sub and an indirect wholly owned subsidiary of Newmont (such acquisition, the “Newcrest transaction”). The combined company continues to be traded on the New York Stock Exchange under the ticker NEM. The combined company is also listed on the Australian Securities Exchange under the ticker NEM and on the Papua New Guinea Securities Exchange under the ticker NEM. Ref

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Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the USD; inflation, deflation, or other general price instability; and global mine production levels. Changes in the market price of copper, silver, lead, and zinc also affect our profitability and cash flow. These metals are traded on established international exchanges and prices generally reflect market supply and demand, but can also be influenced by speculative trading in the commodity or by currency exchange rates. The Company does not currently hold instruments that are designated to hedge against the potential impacts due to market price changes in metals. Consideration of these impacts are discussed below.

Decreases in the market price of metals can significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact the carrying value of our long-lived assets and goodwill. For information concerning the sensitivity of our impairment analysis over long-lived assets and goodwill to changes in metal price, refer to Critical Accounting Estimates within Item 7, MD&A, and Note 2 to the Consolidated Financial Statements.

Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at December 31, 2025 included production cost and capitalized expenditure assumptions unique to each operation, and the following short-term and long-term assumptions:

The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Interest Rate Risk

We are subject to interest rate risk related to the fair value of our senior notes which is wholly comprised of fixed rates at December 31, 2025. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. The terms of our fixed rate debt obligations do not generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have significant exposure to interest rate risk for our fixed rate debt; however, we do have exposure to potentially material fair value risk if we repurchase or exchange long-term debt prior to maturity. Refer to Note 13 to our Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.

Foreign Currency

We have significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. All of our operations sell their gold, copper, silver, lead, and zinc production based on USD metal prices. Foreign currency exchange rates can fluctuate widely due to numerous factors, such as supply and demand for foreign and U.S. currencies and U.S. and foreign country economic conditions. Fluctuations in the local currency exchange rates in relation to the U.S. dollar can increase or decrease profit margins, cash flow and Costs applicable to sales to the extent costs are paid in local currency at foreign operations.

We performed a sensitivity analysis to estimate the impact to Costs applicable to sales arising from a hypothetical 10% adverse movement to local currency exchange rates at December 31, 2025 in relation to the U.S. dollar at our foreign mining operations, with no mitigation assumed from our foreign currency cash flow hedges. The sensitivity analysis indicated that a hypothetical 10% adverse movement would result in an approximate increase of $498 to Costs applicable to sales at December 31, 2025.

Commodity Price Exposure

Our provisional concentrate sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the respective metal concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which is not designated for hedge accounting, is marked to market through earnings each period prior to final settlement.

We perform an analysis on the provisional concentrate sales to determine the potential impact to Net income (loss) attributable to Newmont stockholders for each 10% change to the average price on the provisional concentrate sales subject to final pricing over the next several months. Refer below for our analysis as of December 31, 2025.

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(1)Includes provisionally priced by-product sales subject to final pricing, which are recognized as a reduction to Costs applicable to sales.

(2)The closing settlement price as of December 31, 2025 is determined utilizing the London Metal Exchange for copper, lead and zinc and the London Bullion Market Association for gold and silver.

Hedging

The Company's hedging instruments consisted of the Cadia Power Purchase Agreement ("Cadia PPA") and foreign currency cash flow hedges at December 31, 2025, which were transacted for risk management purposes. The Cadia PPA mitigates the variability in future cash flows related to a portion of power purchases at the Cadia mine and the foreign currency cash flow hedges were entered into to mitigate variability in the USD functional cash flows related to the AUD- and CAD-denominated operating expenditures and AUD-denominated capital expenditures. By using hedges, we are affected by market risk, credit risk, and market liquidity risk.

Market Risk

Market risk is the risk that the fair value of a derivative might be adversely affected by a change in commodity prices or currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this potential risk to our financial condition by establishing trading agreements with counterparties under which we are not required to post any collateral or be subject to any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative.

We have performed sensitivity analyses as of December 31, 2025 regarding the Cadia PPA and foreign currency cash flow hedges. For the Cadia PPA, we utilized a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the forward electricity rates relative to current rates, with all other variables held constant. For the foreign currency cash flow hedges, we utilized a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the AUD and CAD foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant. The foreign currency exchange rates we used in performing the sensitivity analysis were based on AUD and CAD market rates in effect at December 31, 2025.

The sensitivity analyses indicated that a hypothetical 10% adverse movement would result in an approximate decrease in the fair value of the Cadia PPA cash flow hedge and the foreign currency cash flow hedges of $40 and $220 at December 31, 2025, respectively.

Credit Risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. We mitigate credit risk by entering into derivatives with high credit quality counterparties, limiting the amount of exposure to each counterparty and monitoring the financial condition of the counterparties.

Market Liquidity Risk

Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We further mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

Refer to Note 14 to the Consolidated Financial Statements for further information on our derivative instruments.

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Newmont Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Newmont Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, the related notes and the financial statement schedule in Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the report of PricewaterhouseCoopers LLP, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We did not audit the financial statements of Nevada Gold Mines LLC, a 38.5% owned investment which is proportionately consolidated, whose fi

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None.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures are effective to ensure information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Based upon its assessment, management concluded that, at December 31, 2025, the Company’s internal control over financial reporting was effective.

As permitted by the SEC Staff interpretive guidance for proportionately consolidated entities, the Company’s management excluded NGM from its assessment of internal control over financial reporting at December 31, 2025, as management does not have the ability to dictate, modify or assess the controls at NGM. The Company has implemented internal controls over financial reporting for recognizing its proportionate share of the assets, liabilities, and operations of NGM. Refer to Item 8 "Financial Statements and Supplementary Data" for NGM's "Report of Independent Registered Public Accounting Firm" for Opinion on the Financial Statements and Internal Controls over Financial Reporting.

NGM represented 13% of the Company’s consolidated Total assets at December 31, 2025, while its Sales comprised 16% of the Company’s consolidated sales and its Net income attributable to Newmont stockholders comprised 22% of the Company's net income for the year ended December 31, 2025.

Ernst & Young LLP, an independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. The report, which expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, is included in this Item under the heading "Report of Independent Registered Public Accounting Firm."

Changes in Internal Controls

Subject to the above, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Newmont Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Newmont Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Newmont Corporation (the Company), based on our audit and the report of PricewaterhouseCoopers LLP, maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We did not audit the effectiveness of internal control over financial reporting of Nevada Gold Mines LLC, a 38.5% owned investment which is proportionately consolidated, whose financial statements reflect total assets constituting 13% of consolidated assets as of December 31, 2025 and sales constituting 16% of consolidated sales for the year ended December 31, 2025. The effectiveness of Nevada Gold Mines LLC’s internal control over financial reporting was audited by PricewaterhouseCoopers LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of Nevada Gold Mines LLC’s internal control over financial reporting, is based solely on the report of PricewaterhouseCoopers LLP.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2025, the related notes and financial statement schedule in Item 15, and our report dated February 19, 2026 expressed an unqualified opinion thereon, based on our audit and the report of PricewaterhouseCoopers LLP.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit and the report of PricewaterhouseCoopers LLP provide a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Denver, Colorado

February 19, 2026

Rule 10b5-1 Trading Plans

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard, which has been filed and incorporated by reference as Exhibit 19 to this annual report. In accordance with Rule 10b5-1 and the Company’s stock trading standard, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans (a “Rule 10b5-1 Trading Plan”). Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements. During the three months ended December 31, 2025, the following directors and executive officers adopted Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):

On October 30, 2025, Tom Palmer, Chief Executive Officer and Director, adopted a 10b5-1 Trading Plan with a term of 12 months, and provided for the sale of up to 240,000 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Palmer retired on December 31, 2025 and is no longer a Section 16 officer.

On December 1, 2025, Peter Wexler, Executive Vice President, Chief Legal Officer and Interim Chief Financial Officer, adopted a 10b5-1 Trading Plan with a term of 9 months, and provided for the sale of up to 13,378 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading.

On December 17, 2025, Peter Toth, Executive Vice President, Chief Sustainability and Development Officer, adopted a 10b5-1 Trading Plan with a term of 12 months, and provided for the sale of up to 36,000 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading.

On November 24, 2025, Mark Rodgers, Managing Director, Africa-Asia Pacific, adopted a 10b5-1 Trading Plan with a term of approximately 4 months, and provided for the sale of up to 38,845 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Rogers was not a Section 16 officer at the time of execution of the listed 10b5-1 plan and was subsequently designated a Section 16 officer effective as of January 1, 2026.

On December 1, 2025, David Thornton, Managing Director, Americas, adopted a 10b5-1 Trading Plan with a term of 9 months, and provided for the sale of up to 43,964 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Thornton was not a Section 16 officer at the time of execution of the listed 10b5-1 plan and was subsequently designated a Section 16 officer effective as of January 1, 2026.

During the three months ended December 31, 2025, no Section 16 directors and officers amended or terminated existing Rule 10b5-1 trading plans.

Not applicable.

PART III

Information concerning Newmont’s executive officers, as of January 1, 2026, is set forth below:

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(1)Tom Palmer stepped down from his role as Chief Executive Officer and as a member of the Board of Directors (the “Board”) on December 31, 2025 in connection with a planful leadership transition process. Natascha Viljoen was promoted from the role of President and Chief Operating Officer to President and Chief Executive Officer, effective January 1, 2026 and joined the Board as a non-independent director, effective as of the same date.

(2)Messrs. Rodgers, Thornton and Fry were each designated as Section 16 officers effective as of January 1, 2026, in coordination with Ms. Viljoen's appointment.

There are no family relationships by blood, marriage or adoption among any of the above executive officers or members of the Board of Directors of Newmont. Each executive officer is elected annually by the Board of Directors of Newmont to serve for one year or until his or her respective successor is elected and qualified. There is no arrangement or understanding between any of the above executive officers and any other person pursuant to which he or she was selected as an executive officer.

Ms. Viljoen was elected as President and Chief Executive Officer and as a member of the Board of Directors effective January 1, 2026. Ms. Viljoen joined Newmont’s Executive Leadership Team in October 2023 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in July 2025. Prior to joining Newmont, Ms. Viljoen served as Chief Executive Officer of Anglo American’s platinum business in South Africa since 2020, having previously held a series of operating and technical positions within the organization, including as Group Head of Processing. Prior to joining Anglo American, she spent six years at Lonmin, where she served on the executive committee as Executive Vice President of Processing, also with responsibility for several wider corporate functions, including sustainability. Ms. Viljoen holds an EMBA from the University of Cape Town and a Bachelor of Engineering from North West University.

Mr. Wexler joined Newmont in March 2024 as Executive Vice President and Chief Legal Officer. Effective July 11, 2025, Mr. Wexler was appointed interim Chief Financial Officer, and he will serve in the dual CLO / CFO role until a permanent CFO successor is elected. Mr. Wexler is a seasoned legal and risk management leader with more than three decades of international experience, including managing legal, risk, compliance, M&A, antitrust, litigation and corporate governance affairs within the industrial, technology, energy management, engineering, manufacturing and construction sectors. Before joining Newmont, he served as Chief Legal Officer at Schneider Electric, a Fortune Global 500 business, for 15 years. Prior to that, Mr. Wexler served as in-house counsel overseeing legal, risk and compliance at various companies, including American Power Conversion Corporation. Mr. Wexler holds a J.D. from American University Washington College of Law and a B.A. in History and Political Science from the University of Vermont.

Mr. Toth has served as Executive Vice President and Chief Sustainability and Development Officer since March 2025, after previously serving as Executive Vice President and Chief Development Officer since June 2023. Mr. Toth joined Newmont in July 2022 as Executive Vice President, Strategic Development and his role was expanded to include Sustainability in September of 2022 to become Executive Vice President and Chief Strategy and Sustainability Officer. Prior to joining Newmont, Mr. Toth worked at Rio Tinto from April 2014, with his last role being Group Executive, Strategy and Development, with accountability for business development/M&A, strategic partnerships, climate and sustainability strategy, closure, and exploration. Mr. Toth has more than 25 years of leadership experience working in the resources industry across various commodities. Mr. Toth has held senior strategic, commercial, and operational roles across Europe, Singapore, Australia and the United Kingdom with Rio Tinto, BHP, and OM Holdings. Mr. Toth holds a Bachelor of Business degree from Monash University, a Graduate Certificate in Management from Deakin University, and a Master of International Business degree from the University of Melbourne, in addition to executive development programs at INSEAD, Stanford and Oxford University.

Mr. Hardy has served as Executive Vice President and Chief Technical Officer since January 20206, having served as Chief Technology Officer from May 2024 to December 2025 and as Senior Vice President, Exploration from February 2022 to April 2024. Prior to this role he served as Regional Senior Vice President, Africa since April 2019. Prior to that he served as Regional Project Director for Newmont Australia and as the General Manager of Tanami gold mine where he led a team responsible for improving the operation into a world class asset. He joined Newmont in May 2002 and over his tenure has held a number of roles in Global Program Management,

Business Excellence, Technical Services and Senior Site Leadership roles at several Newmont assets in Australia. Prior to Newmont, Mr. Hardy held positions at Avmin Ltd, De Beers Consolidated Mines and Anglovaal Ltd. Mr. Hardy holds a Bachelor's degree in Mine Engineering from Technikon Witwatersrand, a National Higher Diploma in Metalliferous Mining from the University of Johannesburg as well as Management Certificate of Competencies for Western Australia and South Africa.

Ms. Cmil is Executive Vice President and Chief People Officer of Newmont, positions she has held since October 2019. Prior to that, Ms. Cmil served as Senior Vice President, Human Resources since June 2019 and as Vice President, Talent Management since February 2018. Ms. Cmil first joined Newmont in 2010 as Senior Director, Human Resources. Prior to joining Newmont, Ms. Cmil held leadership positions in human resources across multiple industries, including Vice President of Human Resources at Level 3 Telecommunications, Senior Human Resources Director at KB Home and Human Resources Partner at Sun Microsystems, where she began her career in 1994. Ms. Cmil holds a Bachelor of Science degree from Syracuse University and a Master of Industrial and Labor Relations from Cornell University.

Mr. Tabolt was appointed to Senior Vice President, Global Finance and Chief Accounting Officer in December 2024. Mr. Tabolt held a strategic leadership role as Group Head, Financial Planning and Analysis since May 2023. Prior to that, Mr. Tabolt was elected Interim Chief Financial Officer in November 2022 after having served as Vice President, Controller and Chief Accounting Officer since May 2021. Before joining Newmont Corporation, Mr. Tabolt served as Molson Coors Beverage Company’s Vice President, Controller and Chief Accounting Officer since 2014 and held other senior management roles within Molson Coors’ Accounting function, including as Senior Director of SEC Reporting and Technical Accounting and Senior Manager Technical Accounting. Mr. Tabolt began his career in public accounting with Deloitte, holds Bachelor and Master of Science degrees in Accounting from Pennsylvania State University and is a Certified Public Accountant.

Mr. Rodgers is Managing Director of Newmont's Africa, Asia Pacific Business Unit. Prior to that role, he served as Managing Director, APAC beginning in December 2024 until October 2025, and Managing Director, LATAC (Senior Vice President, South America) from October 2022 to August 2024. Mr. Rodgers also served as Senior Vice President, North America from August 2021 to October 2022 and Vice President, Productivity Australia from April 2020 to August 2021. Before joining Newmont, he held a number of senior leadership positions with Rio Tinto and BHP, building a career spanning more than 30 years in the resources sector. Mr. Rodgers holds a Bachelor of Science degree in Mineral Processing (Extractive Metallurgy) from Murdoch University and a Post‑graduate qualification in Mineral Economics from Curtin University, Western Australia School of Mines.

Mr. Thornton is Managing Director of Newmont's Americas Business Unit. Prior to that role, he served as Managing Director, Latin America and Caribbean from August 2024 to October 2025, having previously served as Managing Director, Africa from August 2024 to February 2022 and Vice President, Productivity North America from March 2020 to February 2022. Prior to that he held several operational management roles including Vice President, Operations for USA & Canada; General Manager, Carlin Mine; and Mine Manager, Leeville Mine. Before joining Newmont in 2013, Mr. Thornton held operational and technical leadership roles with Gold Fields and Barrick. He holds a Bachelor’s Degree in Mining Engineering from Curtin University, Western Australia School of Mines, and an Executive MBA from the University of Utah.

Mr. Fry joined Newmont in December 2022 as Senior Vice President, Projects, and was appointed Group Head, Projects in May 2023 and to Group Head, Projects and Studies in January 2026. Prior to joining Newmont, Mr. Fry served in several senior leadership roles at Rio Tinto, including Managing Director, Projects for four years and Managing Director, Project Services prior to that. He also held leadership positions at UGL, Origin Energy, and Energex, bringing extensive experience across major capital projects, engineering, and energy operations. Mr. Fry holds a Master’s Degree in Project Management from the University of Southern Queensland and a Master’s Degree in Finance from the Queensland University of Technology.

The information about directors required by Item 401(a), (d), (e) and (f) of Regulation S-K and contained under the heading “Election of Directors” in the Notice of the 2026 Annual Meeting of Stockholders and 2026 Proxy Statement, to be filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the 2026 Annual Stockholders Meeting (the “2026 Proxy Statement”), is incorporated by reference into this annual report on Form 10-K.

The information required by Item 405 of Regulation S-K and contained under the heading “Delinquent Section 16(a) Reports” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 406 of Regulation S-K and contained under the heading “Corporate Governance—Code of Conduct” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 407(d)(4) and (5) of Regulation S-K and contained under the heading “Committees of the Board of Directors and Attendance—Committee Memberships” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 408(b) of Regulation S-K and contained under the heading “Executive Compensation Policies and Practices — Restrictions on Trading Stock” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 402 of Regulation S-K and contained under the headings “Compensation Discussion and Analysis,” “2025 Executive Compensation Tables,” “Additional Benefits and Tables,” and “Corporate Governance — Director Compensation” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 407(e)(5) of Regulation S-K and contained under the heading “Report of the Leadership Development and Compensation Committee on Executive Compensation” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

Equity Compensation Plan Information

The following table sets forth at December 31, 2025 information regarding Newmont’s Common Stock that may be issued under Newmont’s equity compensation plans:

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(1)The weighted average exercise price does not take into account the shares issuable upon vesting of restricted stock units, performance leveraged stock units.

(2)Newmont’s 2020 Stock Incentive Plan was approved by the stockholders on April 21, 2020. A maximum of 20,000,000 shares of Newmont's Common Stock, plus up to 3,644,782 shares available for grant under the 2013 Incentive Plan as of May 1, 2020, were authorized to be issued under the 2013 Stock Incentive Plan at that time. There are currently 18,214,007 shares registered and available to grant under the 2020 Stock Incentive Plan. There are no equity compensation plans not approved by stockholders.

(3)Securities remaining available for future issuance under the 2020 Stock Incentive Plan. No additional grants or awards will be made under any of the Company’s other plans.

The information required by Item 403 of Regulation S-K and contained under the heading “Beneficial Ownership of Common Stock” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 404 of Regulation S-K and contained under the heading “Corporate Governance—Related Person Transactions” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 407(a) of Regulation S-K and contained under the heading “Proposal One—Election of Directors—Independence of Directors” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

The information required by Item 9(e) of Schedule 14A and contained under the heading “Proposal Three — Ratification of Appointment of Independent Registered Public Accounting Firm” and “Independent Auditors Fees” in the 2026 Proxy Statement is incorporated by reference into this annual report on Form 10-K.

PART IV

The following documents are filed as a part of this report:

Financial Statements

The Consolidated Financial Statements, together with the reports of the independent auditors thereon dated February 19, 2026, are included as part of Item 8, Financial Statements and Supplementary Data.

Financial Statement Schedules:

Included on page SCH-2 is Schedule II - Valuation and Qualifying Accounts.

Exhibits: