Cover and table of contents

34K characters. Original on sec.gov · Markdown

Cover and table of contents

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

☐ 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)



Delaware						84-1611629
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

6900 E Layton Ave
Denver, Colorado						80237
(Address of Principal Executive Offices)						(Zip Code)
Registrant’s telephone number, including area code (303) 863-7414

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


Title of each class						Trading Symbol						Name of each exchange on which registered
Common stock, par value $1.60 per share						NEM						New York Stock Exchange

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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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


	PART I	Page
GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS		1
RESULTS AND HIGHLIGHTS		2
ITEM 1.	BUSINESS	6
	Introduction	6
	Segment Information	6
	Products	6
	Competition	9
	Licenses and Concessions	9
	Condition of Physical Assets and Insurance	9
	Environmental, Social and Governance	10
	Risk Factor Summary	13
	Forward-Looking Statements	15
	Available Information	17
ITEM 1A.	RISK FACTORS	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	50
ITEM 1C.	CYBERSECURITY	50
ITEM 2.	PROPERTIES	53
	Production and Development Properties	53
	Operating Statistics	63
	Proven and Probable Reserves	70
	Measured, Indicated, and Inferred Resources	78
ITEM 3.	LEGAL PROCEEDINGS	87
ITEM 4.	MINE SAFETY DISCLOSURES	87
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES	88
ITEM 6.	RESERVED	88
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS	89
	Overview	89
	Consolidated Financial Results	90
	Results of Consolidated Operations	94
	Foreign Currency Exchange Rates	98
	Liquidity and Capital Resources	99
	Environmental	104
	Forward Looking Statements	105
	Non-GAAP Financial Measures	105
	Accounting Developments	116
	Critical Accounting Estimates	116
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	120
	Metal Prices	120
	Foreign Currency	121
	Commodity Price Exposure	121
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	123
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	187
ITEM 9A.	CONTROLS AND PROCEDURES	187
ITEM 9B.	OTHER INFORMATION	189
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	189
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	190
ITEM 11.	EXECUTIVE COMPENSATION	192
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	192
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	192
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	192
	PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	193
ITEM 16.	FORM 10-K SUMMARY	193
SIGNATURES		SCH-1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS		SCH-2

GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS


Unit						Unit of Measure
$						United States Dollar
%						Percent
A$						Australian Dollar
C$						Canadian Dollar
gram						Metric Gram
ounce						Troy Ounce
tonne						Metric Ton


Abbreviation						Description
AISC (1)						All-In Sustaining Costs
ARC						Asset Retirement Cost
ARS						Argentine Peso
ASC						FASB Accounting Standard Codification
ASU						FASB Accounting Standard Update
AUD						Australian Dollar
CAD						Canadian Dollar
CAS						Costs Applicable to Sales


EBITDA (1)						Earnings Before Interest, Taxes, Depreciation and Amortization

EPA						U.S. Environmental Protection Agency
ESG						Environmental, Social and Governance
Exchange Act						U.S. Securities Exchange Act of 1934
FASB						Financial Accounting Standards Board
GAAP						U.S. Generally Accepted Accounting Principles
GEO (2)						Gold Equivalent Ounces
GHG						Greenhouse Gases, which are defined by the EPA as gases that trap heat in the atmosphere
GISTM						Global Industry Standard on Tailings Management
IMF						International Monetary Fund
INDEC						Instituto Nacional de Estadistca y Censos
IFRS						International Financial Reporting Standards
LBMA						London Bullion Market Association

MD&A						Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations
MINAM						Ministry of the Environment of Peru
Mine Act						U.S. Federal Mine Safety and Health Act of 1977
MINEM						Ministry of Energy and Mines of Peru
MSHA						Federal Mine Safety and Health Administration
MXN						Mexican Peso
NPDES						National Pollutant Discharge Elimination System
NSR						Net Smelter Return

PNG						Papua New Guinea
PSU						Performance Leverage Stock Unit
RSU						Restricted Stock Unit
SAG						Semi-Autogenous Grinding
SEC						U.S. Securities and Exchange Commission
Securities Act						U.S. Securities Act of 1933
SOFR						Secured Overnight Financing Rate
TSF						Tailings Storage Facility
UN						The United Nations
UOP						Units of Production
U.S.						The United States of America
USD						United States Dollar
WTP						Water Treatment Plant

____________________________

(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)


	Year Ended December 31,
	2025		2024		2023
Financial Results:
Sales	$	22,669	$	18,682	$	11,812
Gold	$	19,304	$	15,746	$	10,593
Copper	$	1,438	$	1,327	$	575
Silver	$	1,080	$	792	$	335
Lead	$	183	$	195	$	96
Zinc	$	664	$	622	$	213
Costs applicable to sales (1)	$	8,085	$	8,963	$	6,699
Gold	$	6,615	$	7,364	$	5,689
Copper	$	597	$	696	$	359
Silver	$	334	$	360	$	300
Lead	$	116	$	116	$	98
Zinc	$	423	$	427	$	253
Net income (loss) from continuing operations	$	7,167	$	3,313	$	(2,494)
Net income (loss)	$	7,167	$	3,381	$	(2,467)
Net income (loss) from continuing operations attributable to Newmont stockholders	$	7,085	$	3,280	$	(2,521)
Per common share, diluted:
Net income (loss) from continuing operations attributable to Newmont stockholders	$	6.39	$	2.86	$	(3.00)
Net income (loss) attributable to Newmont stockholders	$	6.39	$	2.92	$	(2.97)
Adjusted net income (loss) (2)	$	7,634	$	3,991	$	1,324
Adjusted net income (loss) per share, diluted (2)	$	6.89	$	3.48	$	1.57
Earnings before interest, taxes and depreciation and amortization (2)	$	14,092	$	7,528	$	320
Adjusted earnings before interest, taxes and depreciation and amortization (2)	$	13,480	$	8,675	$	4,215
Net cash provided by (used in) operating activities of continuing operations	$	10,334	$	6,318	$	2,754
Free cash flow (2)	$	7,299	$	2,916	$	88
Regular cash dividends paid per common share	$	1.00	$	1.00	$	1.60
Regular cash dividends declared per common share	$	1.01	$	1.00	$	1.45

____________________________

(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)


	Year Ended December 31,
	2025		2024		2023
Operating Results:
Consolidated gold ounces (thousands):
Produced	5,530		6,545		5,401
Sold	5,519		6,539		5,420

Attributable gold ounces (thousands):
Attributable to Newmont	5,471		6,476		5,321
Pueblo Viejo (40%)	253		235		224
Fruta del Norte (1)	165		138		—
Produced	5,889		6,849		5,545
Sold (2)	5,459		6,471		5,340

Consolidated and attributable gold equivalent ounces - other metals (thousands):
Produced	1,409		1,944		891
Sold	1,425		1,916		896

Consolidated and attributable - other metals:
Produced copper:
Pounds (millions)	296		338		145
Tonnes (thousands)	135		153		65
Sold copper:
Pounds (millions)	294		332		155
Tonnes (thousands)	134		150		71
Produced silver (million ounces)	28		33		18
Sold silver (million ounces)	28		33		17
Produced lead:
Pounds (millions)	216		212		113
Tonnes (thousands)	98		96		51
Sold lead:
Pounds (millions)	209		213		107
Tonnes (thousands)	95		97		49
Produced zinc:
Pounds (millions)	509		569		230
Tonnes (thousands)	231		258		104
Sold zinc:
Pounds (millions)	542		545		222
Tonnes (thousands)	246		247		101

Average realized price:
Gold (per ounce)	$	3,498	$	2,408	$	1,954
Copper (per pound)	$	4.89	$	4.00	$	3.71
Copper (per tonne)	$	10,787	$	8,831	$	8,158
Silver (per ounce)	$	38.92	$	24.13	$	19.97
Lead (per pound)	$	0.87	$	0.91	$	0.90
Lead (per tonne)	$	1,927	$	2,016	$	1,976
Zinc (per pound)	$	1.23	$	1.14	$	0.96
Zinc (per tonne)	$	2,705	$	2,520	$	2,116

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

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


	Year Ended December 31,
	2025		2024		2023
Operating Results (continued):
Consolidated costs applicable to sales: (3)(4)
Gold (per ounce)	$	1,199	$	1,126	$	1,050
Gold equivalent ounces - other metals (per ounce)	$	1,032	$	834	$	1,127
Copper (per tonne)	$	4,476	$	4,625	$	5,081
Silver (per ounce)	$	12	$	11	$	18
Lead (per tonne)	$	1,226	$	1,201	$	2,018
Zinc (per tonne)	$	1,723	$	1,729	$	2,507

All-in sustaining costs: (5)
Gold (per ounce)	$	1,609	$	1,516	$	1,444
Gold equivalent ounces - other metals (per ounce)	$	1,392	$	1,161	$	1,579
Copper (per tonne)	$	6,423	$	6,638	$	6,931
Silver (per ounce)	$	15	$	14	$	24
Lead (per tonne)	$	1,456	$	1,467	$	2,579
Zinc (per tonne)	$	2,156	$	2,350	$	3,622

____________________________

(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

Next: Item 1. BUSINESS (dollars in millions, except per share, per ounce and per pound amounts)