Newmont (NEM) 10-K risk factor changes: FY2025 vs FY2024

Average gold prices for [removed: 2024] [added: 2025] were [removed: $2,386] [added: $3,432] per ounce [removed: (2023: $1,941; 2022: $1,800),] [added: (2024: $2,386; 2023: $1,941),] average copper prices for [removed: 2024] [added: 2025] were [removed: $4.15] [added: $4.51] per pound [removed: (2023: $3.85; 2022: $3.99),] [added: (2024: $4.15; 2023: $3.85),] average silver prices for [removed: 2024] [added: 2025] were [removed: $28.27] [added: $40.03] per ounce [removed: (2023: $23.35; 2022: $21.73),] [added: (2024: $28.27; 2023: $23.35),] average lead prices for [removed: 2024] [added: 2025] were [removed: $0.94] [added: $0.89] per pound [removed: (2023: $0.97; 2022: $0.98),] [added: (2024: $0.94; 2023: $0.97),] and average zinc prices for [removed: 2024] [added: 2025] were [removed: $1.26] [added: $1.30] per pound [removed: (2023: $1.20; 2022: $1.58).][added: (2024: $1.26; 2023: $1.20).]

The mineral reserves stated in this report represent the amount of gold, copper, silver, lead, zinc and molybdenum that we estimated, at December 31, [removed: 2024,] [added: 2025,] could be economically and legally extracted or produced at the time of the reserve determination.

In addition, if the price of gold, copper, silver, lead, zinc, or molybdenum declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of [removed: recovery may not be realized or mineral reserves or resources might not be mined or processed profitably.]

Similarly, mineral reserves may be impacted if assumptions relating to mine planning change or are not achieved, for example if planned improvements from our [removed: Full Potential] [added: business improvement] programs are not realized.

- Ability to achieve anticipated benefits, synergies, savings and other efficiencies in connection with acquisitions, [removed: full potential] [added: business improvement] programs and initiatives, and through portfolio optimization and divestitures;

Consequently, our future development activities may not result in the expansion or replacement of [removed: current production with new production, or one or more of these new production sites or facilities may be less profitable than currently]

[added: current production with new production, or one or more of these new production sites or facilities may be less profitable than currently] anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

For a more detailed description of potential environmental liabilities, see the discussion in Environmental Matters in Note [removed: 25] [added: 24] to the Consolidated Financial Statements.

Environmental liabilities are accrued when they become known, or new permit conditions or limits are added, are probable and can be [added: reasonably estimated.]

[removed: This also includes performing] [added: During 2025,] a comprehensive update to the Yanacocha reclamation plan [removed: to address] [added: was completed which addressed] changes in closure activities and estimated closure costs while [removed: preserving] [added: aiming to preserve] optionality for potential future projects at Yanacocha.

[removed: These ongoing] [added: Ongoing] studies, which will extend beyond the current year, continue to evaluate and revise assumptions and estimated costs of changes to the reclamation plan.

The ultimate [removed: construction] [added: water treatment] costs of the two water treatment plants remain uncertain as ongoing study work and assessment of opportunities that incorporates the latest design considerations remain in progress.

The ongoing Yanacocha closure studies are expected to [removed: be progressed in 2025 and] continue in the future.

Refer to Notes 6 and [removed: 25] [added: 24] to our Consolidated Financial Statements for information regarding reclamation and remediation, and Note 1 to our Consolidated Financial Statements regarding the Company’s interest in Yanacocha.

[removed: Our] [added: The] Code [removed: of Conduct (the “Code”)] forms the foundation of our internal governance structure as well as our commitment to responsible mining.

When necessary, we use independent mechanisms agreed to by the complainants, such as a local leader or committee, [removed: to facilitate resolution of such matters before they require public or legal intervention.]

[removed: Therefore, a] [added: A] successful cyberattack or other cybersecurity incident could result in production and operational downtimes, data corruption, and unauthorized disclosure of sensitive information.

To the extent we hold or acquire interests in any joint ventures or enter into any joint ventures in the future, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the [removed: viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:]

For example, our joint ventures, including the joint venture that combined our and Barrick [removed: Gold] [added: Mining] Corporation’s (“Barrick”) respective Nevada operations, forming NGM, 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”), may not be as beneficial to us as expected, whether due to the above-described risks, unfavorable global economic conditions, increases in construction costs, [removed: integration challenges,] political risks, labor disputes or other factors.

[removed: Any] [added: Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any] such [removed: disagreement] [added: disagreements] could have a material adverse effect on our interest in NGM, the business of NGM or the portion of our growth strategy related to NGM.

[removed: Additionally, to] [added: To] the extent [removed: NGM] [added: any of our joint ventures] is subject to liabilities or litigation, we would be responsible for a proportional share of [removed: certain] [added: the] liabilities and/or [removed: NGM’s] [added: the joint venture’s] operations could be impacted, which could have an adverse impact on the Company’s cash flows, earnings, results of operations and financial position.

Newmont is also exposed to non-managed investments related to its joint venture interest in Pueblo Viejo [removed: mine (40.0%] [added: Mine (40%] owned) and Norte Abierto [added: Project] (50% [added: owned), and NuevaUnión Project (50%] owned).

We also hold a [removed: 32.0%] [added: 32%] equity interest in Lundin Gold, a Canadian mine development and operating company, operating the Fruta del Norte gold mine in Ecuador, in addition to a variety of exploration and project joint ventures.

[removed: In addition, the Company incurred costs] during 2020 and 2021 as a result of actions taken to protect against the impact of the COVID-19 pandemic and comply with local mandates, and could be required to incur such costs in the future.

The foreign currencies that primarily affect our results of operations are the Australian Dollar and the [added: Canadian Dollar.]

Change in the value of the currencies of the Australian Dollar, Canadian Dollar, the Mexican Peso, the Argentine Peso, the Ghana Cedi, the Papua New Guinea Kina, the Chilean [removed: Peso, the Surinamese Dollar] [added: Peso] or the [removed: Fijian] [added: Surinamese] Dollar versus the U.S. dollar could negatively impact our earnings.

These restrictions directly impact the timing of Cerro Negro's ability to remit cash from gold sales and pay [removed: interest and] principal portions of intercompany debt to the Company.

In addition, [added: in recent years,] PNG [removed: is currently experiencing] [added: has experienced] a backlog by foreign and domestic companies and governmental agencies to convert [removed: Kina] [added: kina] into foreign currencies.

See also risk factors under the headings “*Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina and labor unrest*”, “*Our operations at Ahafo [added: South] and [removed: Akyem] [added: Ahafo North] in Ghana are subject to political, economic, security and other risks*” and “*Our Merian operation in Suriname is subject to political, security and economic risks*”, “*Our operations at Lihir and project at Wafi-Golpu in PNG are subject to political and regulatory risks and other uncertainties*” and “*Our operations and projects Canada are subject to legal and regulatory risks and other uncertainties in connection with claims and challenges by Indigenous groups*” below.

[removed: In the event of lower gold, copper, silver, lead or zinc prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business] opportunities, invest in existing and new projects, fund our ongoing business activities, retire or service all outstanding debt, fund share repurchase programs and transactions and pay dividends could be significantly constrained.

The Company’s [added: share] repurchase program 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 [removed: amount during the authorization period.][added: amount.]

[added: In the case that our partners do not make their] economic commitments, the Company may be prevented from pursuing certain development opportunities or may assume additional financial obligations, which may require new sources of capital.

In the future, our estimates could change requiring a valuation allowance or [removed: impairment of our deferred tax assets.]

We currently maintain a Standard & Poor’s rating of [removed: “BBB+”] [added: BBB+] (stable [added: outlook), Moody’s Investors Service rating of A3 (stable outlook), and a Fitch Ratings rating of A- (stable] outlook).

- Social, community or labor force disputes resulting in work stoppages or shipping delays, such as at Peñasquito, Cerro Negro, Merian, [removed: Akyem] and Lihir, or related loss of social acceptance of community support;

- Failure of mining pit slopes, [added: heap leach facilities,] tailings embankments, and other tailing depositions, or water storage dams;

See the risk factors “*We rely on contractors to conduct a significant portion of our operations and construction projects”* and [removed: *“Our] [added: “*Our] operations and projects may be adversely affected by rising energy prices or energy shortages*” below for further information.

Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the [added: development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.]

This is known as the Cadia Continued Operations Project (“CCOP”), of which the construction of [removed: an extension to] the STSFX is a project feature.

See risk factors under the headings “*Our Company and the mining industry are facing continued geotechnical, geothermal and hydrogeological challenges, which could adversely impact our production and profitability*,” and “*Title to some of our properties may be insufficient, defective, or [removed: challenged*”.][added: challenged.*”]

Prices are obtained from the London Bullion Market Association for gold and silver and the London Metal Exchange for copper, lead and 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.

recovery may not be realized or mineral reserves or resources might not be mined or processed profitably.

At the beginning of the third quarter of 2025, management committed to a strategic plan designed to reduce operating costs and continue to advance the Company’s ongoing commitment to profitability, which included streamlining its organizational structure and a reduction of the Company’s workforce and office space in certain markets.

Such initiatives involve expenses primarily relating to employee severance, consulting costs, and other restructuring charges.

Cost saving estimates are based on a number of assumptions, including compliance with local legal requirements across jurisdictions.

Actual costs, timing, and benefits may differ from current estimates as the Company continues to assess the full scope of the impact arising from, or related to, the workforce reduction and operating model changes.

There can be no assurance that the expected cost reductions or operational efficiencies will be realized within the anticipated timeframe, or at all.

to facilitate resolution of such matters before they require public or legal intervention.

viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:

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.

In addition, the Company incurred costs

In the event of lower gold, copper, silver, lead or zinc prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business

In 2025, the Company reassessed its strategy in Peru and is progressing mine closure activities while prioritizing other future development opportunities at Yanacocha ahead of any future re-evaluation of the Yanacocha Sulfides project, resulting in an indefinite deferral of the future development of this project and the impairment of the balances included in assets under construction and deferred mine development for the project.

See Note 2 to the Consolidated Financial Statement for additional information.

impairment of our deferred tax assets.

Merian was able to obtain a Legal Title (the right of leasehold, which is a surface right) to facilitate the expansion of its tailings storage facility (TSF2).

This title was granted by the Republic of Suriname in early 2025 under certain conditions as well as commitments to the local community in the area.

To maintain this Legal Title in good legal standing, including its extension in due time, it remains important to adhere to the conditions related to the granting of this surface right as well as community commitments in relation to this surface right.

Such incidents may halt or delay production, increase operating costs; result in harm to employees, contractors,

operations and projects.

On March 31, 2025, Cadia Holdings was convicted of three offenses relating to applicable air emissions requirements and the Court ordered Cadia Holdings to pay a penalty of A$350 thousand and pay A$61.5 thousand to the Department of Climate Change, Energy, Environment and Water (the “NSW DCCEEW”) for the Rural Air Quality Monitoring Network funding for a new Dust Track system located in Mudgee NSW.

The proceedings were withdrawn and discontinued on December 19, 2025, with no order as to costs.

Cadia Holdings and the NSW EPA entered into an enforceable undertaking where Cadia Holdings has agreed to pay A$307,500 to the NSW DCCEEW to support the Rural Dust Monitoring Network managed by Climate and Atmospheric Science and the NSW DCCEEW.

Cadia Holdings will also pay A$25,000 to the NSW EPA as a contribution to the investigative and legal costs incurred by the NSW EPA in connection with the incidents and with respect to negotiating and entering into the enforceable undertaking.

The NSW EPA continues to monitor Cadia’s operations and EPL compliance.

concentrations below the Australian Drinking Water Guidelines values.

The NSW EPA sampling program showed that upstream results for PFAS are the major source in the river system.

The NSW EPA has placed conditions on Cadia and other EPA license holders in the area to engage an independent consultant to undertake a PFAS site investigations*.*

practices and processing including planning and design for mines, development of alternative power sources, site level efficiencies and other capital investments.

Additional rebaselining was required to reflect Newmont’s portfolio following the sale of non-core operating assets in 2025, and may be required again in the future.

In particular, the effects of

In late 2025, a bushfire that began in mid‑December affected the area surrounding our Boddington operations in Western Australia, resulting in a temporary suspension of operations.

While major infrastructure remained secure and undamaged due to established bushfire preparedness protocols, portions of the site’s water supply infrastructure were impacted.

Conversely, heavier‑than‑normal snowfall and severe winter storm conditions have the potential to obstruct transport routes and access roads to Brucejack and Red Chris.

caving, although the likelihood of this is lower.

In addition, in June 2025 two fall of ground incidents occurred in the access way to the underground work area of a non-producing project at the Red Chris Mine in British Columbia, Canada.

We have recorded impairments in the current year and may experience additional impairments in future years as a result of lower gold, copper, silver, lead or zinc prices.

Mineral reserves and resources disclosed in this Form 10-K have been prepared in accordance with the Regulation S-K 1300.

In 2021, the Company transitioned its approach to reporting and internal methodologies to take into account the required change from the SEC’s Industry Guide 7 to Regulation S-K 1300.

To the extent that regulators adopt new requirements and issue or modify related guidance and interpretations in the future, it could result in changes to mineral reserve and mineral resource information.

reasonably estimated.

Canadian Dollar.

For example, in February 2024 Newmont announced its intent to divest non-core assets, including six operations and two projects from its Australian, Ghanaian, and North American business units.

At the end of 2024 the sale of Telfer operation and Newmont's 70% interest in the Havieron project closed and definitive agreements were in place to divest four other operations; Akyem, Musselwhite, Éléonore and CC&V.

In addition, proceeds were also received from the completed sale of investments, including the sale of the Lundin Gold stream credit facility and offtake agreement, and the monetization of Newmont's Batu Hijau contingent payments.

In the case that our partners do not make their

With the delay of the Yanacocha Sulfides project, management will focus on optimizing its allocation of funds to current operations and other capital commitments, while also assessing execution options and project plans options, up to and including transitioning Yanacocha operations into full closure.

Moody’s Investors Service rating of Baa1 (positive outlook), and a Fitch Ratings rating of A- (stable outlook).

development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.

provide enhanced and/or alternative livelihood support.

The failure to conduct operations in accordance with Company

For example, in December 2023 at our now divested Telfer operation in Western Australia, cracking and sinkholes were detected on an internal embankment of the site’s TSF.

Upon detection, the Company suspended its processing operations and a prohibition notice limiting the use of the facility was issued by the local regulator, which was lifted in September 2024 following completion of remediation works.

The matter has been adjourned pending the delivery of the judgment.

The proceedings have been adjourned for further directions on February 21, 2025.

The NSW EPA’s investigation regarding the management of air emissions from the mine is ongoing.

While no specific relief has been sought by the NSW EPA in its proceeding against Cadia Holdings before the NSW Land and Environment Court, the court can impose penalties.

The EPA will continue its sampling program in 2025.

These

Further, the Company’s financing strategy is tied to its ESG commitments.

Additional rebaselining in connection with our pending and future assets sales is also expected.

efficiency.

In

Seismic activity has also been experienced at our Éléonore mine.

For example, in December 2023 the Company temporarily suspended its processing operations at the now divested Telfer operations in Western Australia after cracking and sinkholes were detected on an internal embankment of the site’s TSF.

Remediation works were completed in September 2024.

aimed at the electrification of large haulage fleets.

CC&V in Colorado must purchase water supply in order to meet site needs and augmentation requirements.

Also, in Mexico, a 2021 tax reform bill proposed federal fees on revenue generated from mining which could impact our operations if passed.

Taxation laws and other regulations of the jurisdictions in which we operate are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course.

Numerous countries have implemented changes to their

Amidst political turmoil and instability, Castillo made numerous changes to his cabinet, including ministers of mining, work and interior, and of prime ministers.

request changes to the mineral agreement in the future.

The Akyem mining leases, which were due to expire in January 2025, were renewed in September 2024 and are currently pending ratification in Parliament.

The Ghanaian cedi has experienced significant depreciation with inflation accelerating to 54.1% at the end of 2022.

Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt.

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 [removed: Notes 2, 7 and 19] [added: Note 2] to the Consolidated Financial Statements.

The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at December 31, [removed: 2024] [added: 2025] included production cost and capitalized expenditure assumptions unique to each operation, and the following short-term and long-term assumptions:

| Gold price (per ounce) | | | $ | [removed: 2,663] [added: 4,135] | | | | | $ | [removed: 1,900] [added: 2,500] | |

| Copper price (per pound) | | | $ | [removed: 4.17] [added: 5.03] | | | | | $ | 4.00 | |

| Silver price (per ounce) | | | $ | [removed: 31.38] [added: 54.73] | | | | | $ | 25.00 | |

| Lead price (per pound) | | | $ | [removed: 0.91] [added: 0.89] | | | | | $ | 0.90 | |

| Zinc price (per pound) | | | $ | [removed: 1.38] [added: 1.44] | | | | | $ | 1.25 | |

| AUD to USD exchange rate | | | $ | [removed: 0.65] [added: 0.66] | | | | | $ | 0.70 | |

| CAD to USD exchange rate | | | $ | [removed: 0.71] [added: 0.72] | | | | | $ | 0.75 | |

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, [removed: 2024.][added: 2025.]

Therefore, we do not have significant exposure to interest rate risk for our fixed rate debt; however, we do have exposure to [added: potentially material] fair value risk if we repurchase or exchange long-term debt prior to [removed: maturity which could be material.][added: maturity.]

We have significant operations and/or assets in the [removed: U.S., Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia,] [added: United States,] Papua New Guinea, [added: Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru,] Ecuador, [removed: Fiji] [added: Mexico,] and [removed: Ghana.][added: Canada.]

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* [removed: per ounce] 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* [removed: per ounce] arising from a hypothetical 10% adverse movement to local currency exchange rates at December 31, [removed: 2024] [added: 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 [removed: analyses] [added: analysis] indicated that a hypothetical 10% adverse movement would result in an approximate [removed: $71] increase [added: of $498] to *Costs applicable to sales* [removed: per gold ounce] at December 31, [removed: 2024.][added: 2025.]

Refer below for our analysis as of December 31, [removed: 2024.][added: 2025.]

| Copper (pounds, in millions) | | | [removed: 85] [added: 66] | | | | | | $ | [removed: 3.99] [added: 5.65] | | | | | $ | [removed: 23] [added: 26] | | | | | $ | [removed: 3.95] [added: 5.67] | |

| Silver (ounces, in millions) | | | [removed: 6] [added: 7] | | | | | | $ | [removed: 28.99] [added: 70.31] | | | | | $ | [removed: 12] [added: 33] | | | | | $ | [removed: 28.91] [added: 71.99] | |

| Lead (pounds, in millions) | | | [removed: 52] [added: 48] | | | | | | $ | [removed: 0.88] [added: 0.90] | | | | | $ | 3 | | | | | $ | [removed: 0.87] [added: 0.89] | |

(2)The closing settlement price as of December 31, [removed: 2024] [added: 2025] is determined utilizing the London Metal Exchange for copper, lead and zinc and the London Bullion Market Association for gold and silver.

The Company's hedging instruments consisted of the Cadia Power Purchase Agreement ("Cadia PPA") and foreign currency cash flow hedges at December 31, [removed: 2024,] [added: 2025,] which were transacted for risk management purposes.

We have performed sensitivity analyses as of December 31, [removed: 2024] [added: 2025] regarding the Cadia PPA and foreign currency cash flow hedges.

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, [removed: 2024.][added: 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 [removed: $32] [added: $40] and [removed: $195] [added: $220] at December 31, [removed: 2024,] [added: 2025,] respectively.

| Gold (ounces, in thousands) | | | 141 | | | | | | $ | 4,332 | | | | | $ | 42 | | | | | $ | 4,368 | |

| Zinc (pounds, in millions) | | | 84 | | | | | | $ | 1.41 | | | | | $ | 8 | | | | | $ | 1.39 | |

For information concerning the sensitivity of our stockpiles and ore on leach pads to changes in metal price, refer to Critical Accounting Estimates within Item 7, MD&A.

| Gold (ounces, in thousands) | | | 265 | | | | | | $ | 2,635 | | | | | $ | 46 | | | | | $ | 2,609 | |

| Zinc (pounds, in millions) | | | 114 | | | | | | $ | 1.34 | | | | | $ | 10 | | | | | $ | 1.35 | |

Newmont Corporation was incorporated in 1921 and is primarily a gold producer with significant operations and/or assets in the United States, [removed: Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia,] Papua New Guinea, [added: Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru,] Ecuador, [removed: Fiji] [added: Mexico,] and [removed: Ghana.][added: Canada.]

At December 31, [removed: 2024,] [added: 2025,] Newmont had attributable proven and probable gold reserves of [removed: 134.1] [added: 118.2] million ounces, attributable measured and indicated gold resources of [removed: 99.4] [added: 88.1] million ounces, attributable inferred gold resources of [removed: 70.6] [added: 60.6] million ounces, and an aggregate land position of approximately [removed: 25,500] [added: 19,200] square miles [removed: (66,000] [added: (49,800] square kilometers).

On November 6, 2023, we completed the acquisition of Newcrest [removed: Mining Limited ("Newcrest")] (“the Newcrest transaction”).

Results of Newcrest for the period November 6 to December 31, 2023 and the [removed: year] [added: years] ended December 31, 2024 [added: and 2025] are included in this report.

[removed: For further information, refer] [added: (2)Refer] to Note 3 to the Consolidated Financial [removed: Statements.][added: Statements for further information on divestitures.]

Based on a comprehensive review of the Company’s portfolio of assets following the [added: acquisition of] Newcrest [removed: transaction,] [added: 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 [removed: include Akyem,] [added: included Telfer,] CC&V, [added: Musselwhite,] Éléonore, Porcupine, [removed: Musselwhite, Telfer,] [added: Akyem,] and [removed: a] [added: the Coffee] development project in Canada.

Refer to Note 3 to the Consolidated Financial Statements for further information on [added: the Company's] divestitures.

The Company's [added: 13] reportable segments consist of each of its [removed: 16] [added: 12] mining operations that it manages and its 38.5% proportionate interest in Nevada Gold Mines [removed: ("NGM")] [added: ("NGM"),] which it does not directly manage.

The reportable segments at December 31, [removed: 2024 include certain] [added: 2025 exclude] reportable segments that [removed: are designated as held for sale and exclude those which] have been divested.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Consolidated gold ounces produced (thousands) | | | [removed: 6,545] [added: 5,530] | | | | | | [removed: 5,401] [added: 6,545] | | | | | | [removed: 5,786] [added: 5,401] | | |

| Attributable gold ounces produced (thousands) | | | [removed: 6,849] [added: 5,889] | | | | | | [removed: 5,545] [added: 6,849] | | | | | | [removed: 5,956] [added: 5,545] | | |

| Pueblo Viejo [removed: (40.0%)] [added: (40%)] | | | [removed: 235] [added: 253] | | | | | | [removed: 224] [added: 235] | | | | | | [removed: 285] [added: 224] | | |

| Fruta del Norte [removed: (32.0%)] [added: (32%)] (1) | | | [removed: 138] [added: 165] | | | | | | [removed: —] [added: 138] | | | | | | — | | |

| | | | [removed: 373] [added: 418] | | | | | | [removed: 224] [added: 373] | | | | | | [removed: 285] [added: 224] | | |

The Company acquired a [removed: 32.0%] [added: 32%] interest in Lundin Gold through the Newcrest transaction, which is accounted for as an equity method investment on a quarterly lag.

For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 85%, [removed: 89%] [added: 85%] and [removed: 87%,] [added: 89%,] respectively, of our *Sales* were attributable to gold.

Based on public information available, for the years ended December 31, [removed: 2022] [added: 2023] through [removed: 2024,] [added: 2025,] mine production has averaged approximately [removed: 75%] [added: 73%] of the annual gold supply with the remainder primarily sourced from recycled gold.

On February [removed: 13, 2025,] [added: 12, 2026,] the afternoon LBMA gold price was [removed: $2,928] [added: $5,043] per ounce.

Copper production at [removed: Red Chris, Boddington,] Cadia, [added: Boddington,] and [removed: Telfer] [added: Red Chris] and silver, lead, and zinc production at Peñasquito are considered co-products.

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, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Copper (pounds/millions) [removed: (1)] | | | [removed: 338] [added: 296] | | | | | | [removed: 7] [added: 6] | | % | | | | [removed: 145] [added: 338] | | | | | | [removed: 5] [added: 7] | | % | | | | [removed: 84] [added: 145] | | | | | | [removed: 3] [added: 5] | | % |

| Silver (ounces/millions) [removed: (2)] | | | [removed: 33] [added: 28] | | | | | | [removed: 4] [added: 5] | | % | | | | [removed: 18] [added: 33] | | | | | | [removed: 3] [added: 4] | | % | | | | [removed: 30] [added: 18] | | | | | | [removed: 5] [added: 3] | | % |

| Lead (pounds/millions) [removed: (2)] | | | [removed: 212] [added: 216] | | | | | | 1 | | % | | | | [removed: 113] [added: 212] | | | | | | 1 | | % | | | | [removed: 149] [added: 113] | | | | | | 1 | | % |

| Zinc (pounds/millions) [removed: (2)] | | | [removed: 569] [added: 509] | | | | | | 3 | | % | | | | [removed: 230] [added: 569] | | | | | | [removed: 2] [added: 3] | | % | | | | [removed: 377] [added: 230] | | | | | | [removed: 4] [added: 2] | | % |

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

The ore is initially treated by successive stages of flotation resulting in a gold/copper concentrate [added: generally] containing [removed: approximately] [added: within] 10% to 26% copper and is dewatered and transported off-site.

| Peñasquito, Mexico | | | | | | Gold, Silver, Lead, Zinc | | | | | | Doré, Concentrate [removed: (2)] | | |

| [removed: Ahafo,] [added: Ahafo South,] Ghana | | | | | | Gold | | | | | | Doré | | |

| Divested [removed: (4)] [added: (2)] | | | | | | | | | | | | | | |

Refer to Note [removed: 9] [added: 3] to the Consolidated Financial Statements for further [removed: information.][added: information on the Company's acquisitions.]

[removed: (4)In] [added: The Company completed] the [added: sale of the assets of the Telfer reportable segment in the] fourth quarter of 2024, the [removed: Company completed the] sale of the [removed: assets] [added: CC&V, Musselwhite, and Éléonore reportable segments in the first quarter] of [added: 2025,] the [removed: Telfer] [added: sale of the Porcupine and Akyem] reportable [removed: segment.][added: segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025.]

The top 10 producers of gold comprise approximately [removed: twenty-five percent] [added: 25%] of total worldwide mined gold production.

We currently rank as the top gold producer with approximately [removed: five percent] [added: 5%] of estimated total worldwide mined gold production.

Our competitive position is based on the size and grade of our ore bodies anchored in [removed: a large portfolio of Tier 1 assets located in] favorable mining [removed: jurisdictions.][added: jurisdictions and our ability to manage costs compared with other producers.]

Our costs are driven by the location, grade and nature of our ore bodies, and the level of input costs, including energy, [removed: labor] [added: 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 [removed: to] manage our costs.

Other than operating licenses for our mining and processing facilities, there are no third-party patents, operating [removed: licenses] [added: licenses,] or franchises material to our business.

Divestiture of Non-Core Assets

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.

Newcrest Acquisition

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

| 2026 (through February 12, 2026) | | | $ | 5,405 | | | | | $ | 4,353 | | | | | $ | 4,808 | |

| 2025 | | | $ | 4,449 | | | | | $ | 2,633 | | | | | $ | 3,432 | |

Copper production at Telfer, prior to divestment in the fourth quarter of 2024, was considered a co-product.

| Ahafo North, Ghana | | | | | | Gold | | | | | | Doré | | |

Overview

Stakeholder Engagement

Reporting

in the future.

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.

Disclosures can be found on our website.

enables our culture and strategy to flourish.

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%.

resource development.

- 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.

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

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

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.

Subsequently in the second half of 2024, the Company entered into definitive agreements to sell the Telfer, Akyem, Musselwhite, Éléonore, and CC&V reportable segments, of which Telfer closed in 2024.

In January 2025, the Company entered into a definitive agreement to sell the Porcupine reportable segment.

____________________________

| 2025 (through February 13, 2025) | | | $ | 2,928 | | | | | $ | 2,636 | | | | | $ | 2,759 | |

| 2015 | | | $ | 1,296 | | | | | $ | 1,049 | | | | | $ | 1,160 | |

(1)For the years December 31, 2024 and 2023, copper co-product production came from Red Chris, Boddington, Cadia, and Telfer.

All of our copper co-product production came from Boddington for the year ended December 31, 2022.

(2)All of our silver, lead, and zinc co-product production came from Peñasquito.

| Held for Sale (3) | | | | | | | | | | | | | | |

(2)In the fourth quarter of 2023, the Company abandoned the pyrite leach plant at Peñasquito resulting in no production of doré for the year ended 2024.

(3)Refer to Note 3 to the Consolidated Financial Statements for further information on held for sale.

Refer to Note 3 to the Consolidated Financial Statements for further information.

A Tier 1 asset is defined as having, on average over such asset’s mine life: (1) production of over 500,000 GEOs per year on a consolidated basis, (2) average AISC per oz in the lower half of the industry cost curve, (3) an expected mine life of over 10 years, and (4) operations in countries that are classified in the A and B rating ranges for Moody’s, S&P and Fitch.

Investors are reminded that climate-

We operate in water-stressed areas with limited supply and increasing population and water demand.

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 business is subject to U.S. export control laws, economic sanctions, and other international trade compliance regulations with extraterritorial reach.

A breach or violation of these laws could lead to substantial sanctions, civil and criminal prosecution, fines, penalties, litigation, loss of licenses or permits, and other collateral consequences, including reputational harm.

- The Company’s asset divestitures place demands on the Company’s management and resources, the sale of divested assets may not occur as planned or at all, and the Company may not realize the anticipated benefits of such divestitures.

- expectations regarding statements regarding future or recently completed transactions, including, without limitation, statements related to projected benefits, synergies and costs associated with acquisitions and related matters;

- expectations regarding potential divestments, including, without limitation, assets held for sale;

Information regarding legal proceedings is contained in Note [removed: 25] [added: 24] to the Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

At June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was [removed: $48,153,562,623] [added: $64,108,664,771] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,126,861,075] [added: 1,087,874,212] shares of common stock outstanding on February [removed: 13, 2025.][added: 12, 2026.]

Portions of Registrant’s definitive Proxy Statement for the Registrant’s [removed: 2025] [added: 2026] Annual Stockholders Meeting will be filed no later than 120 days after the close of the Registrant's fiscal year ended December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this report.

| [removed: [2024 RESULTS] [added: [RESULTS] AND HIGHLIGHTS](#i48286b94b8564316b7674709310ac46c_13) | | | | | | [2](#i48286b94b8564316b7674709310ac46c_13) | | |

| [ITEM 1.](#i48286b94b8564316b7674709310ac46c_19) | | | [BUSINESS](#i48286b94b8564316b7674709310ac46c_19) | | | [removed: [5](#i48286b94b8564316b7674709310ac46c_19)] [added: [6](#i48286b94b8564316b7674709310ac46c_19)] | | |

| | | | [Introduction](#i48286b94b8564316b7674709310ac46c_22) | | | [removed: [5](#i48286b94b8564316b7674709310ac46c_22)] [added: [6](#i48286b94b8564316b7674709310ac46c_22)] | | |

| | | | [Segment Information](#i48286b94b8564316b7674709310ac46c_25) | | | [removed: [5](#i48286b94b8564316b7674709310ac46c_25)] [added: [6](#i48286b94b8564316b7674709310ac46c_25)] | | |

| | | | [Products](#i48286b94b8564316b7674709310ac46c_28) | | | [removed: [5](#i48286b94b8564316b7674709310ac46c_28)] [added: [6](#i48286b94b8564316b7674709310ac46c_28)] | | |

| | | | [Competition](#i48286b94b8564316b7674709310ac46c_31) | | | [removed: [8](#i48286b94b8564316b7674709310ac46c_31)] [added: [9](#i48286b94b8564316b7674709310ac46c_31)] | | |

| | | | [Licenses and Concessions](#i48286b94b8564316b7674709310ac46c_34) | | | [removed: [8](#i48286b94b8564316b7674709310ac46c_34)] [added: [9](#i48286b94b8564316b7674709310ac46c_34)] | | |

| | | | [Condition of Physical Assets and Insurance](#i48286b94b8564316b7674709310ac46c_37) | | | [removed: [8](#i48286b94b8564316b7674709310ac46c_37)] [added: [9](#i48286b94b8564316b7674709310ac46c_37)] | | |

| | | | [Environmental, Social and Governance](#i48286b94b8564316b7674709310ac46c_40) | | | [removed: [9](#i48286b94b8564316b7674709310ac46c_40)] [added: [10](#i48286b94b8564316b7674709310ac46c_40)] | | |

| | | | [Risk Factor Summary](#i48286b94b8564316b7674709310ac46c_49) | | | [removed: [12](#i48286b94b8564316b7674709310ac46c_49)] [added: [13](#i48286b94b8564316b7674709310ac46c_49)] | | |

| | | | [Forward-Looking Statements](#i48286b94b8564316b7674709310ac46c_52) | | | [removed: [14](#i48286b94b8564316b7674709310ac46c_52)] [added: [15](#i48286b94b8564316b7674709310ac46c_52)] | | |

| | | | [Available Information](#i48286b94b8564316b7674709310ac46c_55) | | | [removed: [16](#i48286b94b8564316b7674709310ac46c_55)] [added: [17](#i48286b94b8564316b7674709310ac46c_55)] | | |

| [ITEM 1A.](#i48286b94b8564316b7674709310ac46c_58) | | | [RISK FACTORS](#i48286b94b8564316b7674709310ac46c_58) | | | [removed: [16](#i48286b94b8564316b7674709310ac46c_58)] [added: [17](#i48286b94b8564316b7674709310ac46c_58)] | | |

| [ITEM 1B.](#i48286b94b8564316b7674709310ac46c_64) | | | [UNRESOLVED STAFF COMMENTS](#i48286b94b8564316b7674709310ac46c_64) | | | [removed: [49](#i48286b94b8564316b7674709310ac46c_64)] [added: [50](#i48286b94b8564316b7674709310ac46c_64)] | | |

| [ITEM 2.](#i48286b94b8564316b7674709310ac46c_76) | | | [PROPERTIES](#i48286b94b8564316b7674709310ac46c_76) | | | [removed: [52](#i48286b94b8564316b7674709310ac46c_76)] [added: [53](#i48286b94b8564316b7674709310ac46c_76)] | | |

| | | | [Production and Development Properties](#i48286b94b8564316b7674709310ac46c_79) | | | [removed: [52](#i48286b94b8564316b7674709310ac46c_79)] [added: [53](#i48286b94b8564316b7674709310ac46c_79)] | | |

| | | | [Operating Statistics](#i48286b94b8564316b7674709310ac46c_100) | | | [removed: [62](#i48286b94b8564316b7674709310ac46c_100)] [added: [63](#i48286b94b8564316b7674709310ac46c_100)] | | |

| | | | [Proven and Probable Reserves](#i48286b94b8564316b7674709310ac46c_109) | | | [removed: [69](#i48286b94b8564316b7674709310ac46c_109)] [added: [70](#i48286b94b8564316b7674709310ac46c_109)] | | |

| [ITEM 3.](#i48286b94b8564316b7674709310ac46c_121) | | | [LEGAL PROCEEDINGS](#i48286b94b8564316b7674709310ac46c_121) | | | [removed: [90](#i48286b94b8564316b7674709310ac46c_121)] [added: [87](#i48286b94b8564316b7674709310ac46c_121)] | | |

| [ITEM 4.](#i48286b94b8564316b7674709310ac46c_124) | | | [MINE SAFETY DISCLOSURES](#i48286b94b8564316b7674709310ac46c_124) | | | [removed: [90](#i48286b94b8564316b7674709310ac46c_124)] [added: [87](#i48286b94b8564316b7674709310ac46c_124)] | | |

| [ITEM 5.](#i48286b94b8564316b7674709310ac46c_130) | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES](#i48286b94b8564316b7674709310ac46c_130) | | | [removed: [91](#i48286b94b8564316b7674709310ac46c_130)] [added: [88](#i48286b94b8564316b7674709310ac46c_130)] | | |

| [ITEM 6.](#i48286b94b8564316b7674709310ac46c_133) | | | [RESERVED](#i48286b94b8564316b7674709310ac46c_133) | | | [removed: [91](#i48286b94b8564316b7674709310ac46c_133)] [added: [88](#i48286b94b8564316b7674709310ac46c_133)] | | |

| [ITEM 7.](#i48286b94b8564316b7674709310ac46c_136) | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#i48286b94b8564316b7674709310ac46c_136) | | | [removed: [92](#i48286b94b8564316b7674709310ac46c_136)] [added: [89](#i48286b94b8564316b7674709310ac46c_136)] | | |

| | | | [Overview](#i48286b94b8564316b7674709310ac46c_139) | | | [removed: [92](#i48286b94b8564316b7674709310ac46c_139)] [added: [89](#i48286b94b8564316b7674709310ac46c_139)] | | |

| | | | [Consolidated Financial Results](#i48286b94b8564316b7674709310ac46c_142) | | | [removed: [93](#i48286b94b8564316b7674709310ac46c_142)] [added: [90](#i48286b94b8564316b7674709310ac46c_142)] | | |

| | | | [Results of Consolidated Operations](#i48286b94b8564316b7674709310ac46c_166) | | | [removed: [98](#i48286b94b8564316b7674709310ac46c_166)] [added: [94](#i48286b94b8564316b7674709310ac46c_166)] | | |

| | | | [Foreign Currency Exchange Rates](#i48286b94b8564316b7674709310ac46c_169) | | | [removed: [102](#i48286b94b8564316b7674709310ac46c_169)] [added: [98](#i48286b94b8564316b7674709310ac46c_169)] | | |

| | | | [Liquidity and Capital Resources](#i48286b94b8564316b7674709310ac46c_190) | | | [removed: [103](#i48286b94b8564316b7674709310ac46c_190)] [added: [99](#i48286b94b8564316b7674709310ac46c_190)] | | |

| | | | [Environmental](#i48286b94b8564316b7674709310ac46c_211) | | | [removed: [109](#i48286b94b8564316b7674709310ac46c_211)] [added: [104](#i48286b94b8564316b7674709310ac46c_211)] | | |

| | | | [Forward Looking Statements](#i48286b94b8564316b7674709310ac46c_214) | | | [removed: [110](#i48286b94b8564316b7674709310ac46c_214)] [added: [105](#i48286b94b8564316b7674709310ac46c_214)] | | |

| | | | [Non-GAAP Financial Measures](#i48286b94b8564316b7674709310ac46c_172) | | | [removed: [110](#i48286b94b8564316b7674709310ac46c_172)] [added: [105](#i48286b94b8564316b7674709310ac46c_172)] | | |

| | | | [Accounting Developments](#i48286b94b8564316b7674709310ac46c_217) | | | [removed: [121](#i48286b94b8564316b7674709310ac46c_217)] [added: [116](#i48286b94b8564316b7674709310ac46c_217)] | | |

| | | | [Critical Accounting Estimates](#i48286b94b8564316b7674709310ac46c_220) | | | [removed: [121](#i48286b94b8564316b7674709310ac46c_220)] [added: [116](#i48286b94b8564316b7674709310ac46c_220)] | | |

| [ITEM 7A.](#i48286b94b8564316b7674709310ac46c_223) | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#i48286b94b8564316b7674709310ac46c_223) | | | [removed: [125](#i48286b94b8564316b7674709310ac46c_223)] [added: [120](#i48286b94b8564316b7674709310ac46c_223)] | | |

| | | | [Metal Prices](#i48286b94b8564316b7674709310ac46c_226) | | | [removed: [125](#i48286b94b8564316b7674709310ac46c_226)] [added: [120](#i48286b94b8564316b7674709310ac46c_226)] | | |

| IMF | | | | | | International Monetary Fund | | |

| INDEC | | | | | | Instituto Nacional de Estadistca y Censos | | |

| | | | | | | | | |

| | | | | | | | | |

| TSF | | | | | | Tailings Storage Facility | | |

| | | | | | | | | |

| | | | | | | | | |

RESULTS AND HIGHLIGHTS

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

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | | | | | | | |

| Attributable to Newmont | | | 5,471 | | | | | | 6,476 | | | | | | 5,321 | | |

| Pueblo Viejo (40%) | | | 253 | | | | | | 235 | | | | | | 224 | | |

| Fruta del Norte (1) | | | 165 | | | | | | 138 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Copper (per tonne) | | | $ | 10,787 | | | | | $ | 8,831 | | | | | $ | 8,158 | |

| Lead (per tonne) | | | $ | 1,927 | | | | | $ | 2,016 | | | | | $ | 1,976 | |

| 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): | | | | | | | | | | | | | | | | | |

| 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 | |

| | | | | | | | | | | | | | | | | | |

| 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 | |

(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.

- 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.

| pound | | | | | | United States Pound | | |

| DTA | | | | | | Deferred tax asset | | |

| DTL | | | | | | Deferred tax liability | | |

| EIA | | | | | | Environmental Impact Assessment | | |

| IASB | | | | | | International Accounting Standards Board | | |

| LIBOR | | | | | | London Interbank Offered Rate | | |

| LME | | | | | | London Metal Exchange | | |

| PGK | | | | | | Papua New Guinea Kina | | |

(3)Gold equivalent ounces are calculated as pounds or ounces produced or sold multiplied by the ratio of the other metals’ price to the gold price.

Refer to Results of Consolidated Operations within Part II, Item 7, MD&A for further information.

- Net income: Delivered *Net income (loss) from continuing operations attributable to Newmont stockholders* of $3,280 or $2.86 per diluted share, an increase of $5,801 from the prior year partially due to an increase to attributable net income related to the acquired Newcrest sites.

Excluding the impact of acquired sites, the increase is primarily due to higher average realized prices for all metals, lower *Impairment* *charges* and *Reclamation and remediation*, and higher net income at Peñasquito which had been impacted in 2023 as a result of the labor strike; partially offset by the *Loss on assets held for sale* and higher income and mining tax expense.

- Portfolio improvements: Completed the sale of the assets of the Telfer reportable segment, including Newmont’s 70% interest in the Havieron development project and other related assets, for total consideration of $453.

Announced agreements to sell the Akyem, Musselwhite, Éléonore, CC&V, and Porcupine reportable segments, which are expected to close in the first half of 2025.

Ahafo North, Ahafo. This project expands our existing footprint in Ghana located approximately 30 kilometers from the Company’s Ahafo South operations and will deliver value through the open pit mining and processing of over three million ounces of gold over a 13-year mine life.

The project is expected to add between 275,000 and 325,000 ounces per year for the first five full years of production beginning in 2026.

Capital costs for the project are estimated to be between $1,700 and $1,800 with an expected commercial production date in the second half of 2027.

First ore has been delivered from the first panel cave (PC2-3), and development is underway at the second panel cave (PC1-2).

Development capital costs are expected to continue until the second half of 2026.

Development capital costs (excluding capitalized interest) for PC2-3, PC1-2, and PC1 combined since acquisition of Newcrest were $248, of which $212 related to 2024.

We continuously invest [removed: and develop] [added: in developing] our cybersecurity controls and processes to address these threats and reduce the risk of future breaches and cyber attacks.

Our Board of Directors and management team oversee these risks [removed: as part of our enterprise risk management framework,] ensuring alignment with our business objectives and regulatory obligations.

We leverage continuous monitoring of our internet facing presence, as well as, known internet based criminal communities for [removed: mentions of] [added: indicators referencing] Newmont, our executives, and employees.

Additionally, Newmont requires [removed: that] such third parties [removed: are required] to provide detailed information on their established security controls via our third party risk assessment process.

Newmont did not identify any cybersecurity incidents during the year ended December 31, [removed: 2024] [added: 2025] that have materially affected or are reasonably likely to materially affect Newmont's business strategy, results of operations, or financial condition.

- [removed: The head of privacy, in conjunction] [added: Working closely] with the [added: legal team,] cybersecurity leadership [removed: assists on] [added: drives the] identification and mitigation of [removed: privacy related] [added: privacy-related] risks across the enterprise.

Each of these committees provides summary reports on their activities, which [removed: is] [added: are] then communicated as appropriate to the Audit Committee.

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.

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.

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 evaluate the effectiveness of our controls through continuous monitoring, testing, and lessons-leaned reviews following incidents and exercises, and adapt our program accordingly.

This collaborative approach engages legal, compliance, and other functional leaders as needed.

Risk associated with a cybersecurity incident, impacting our operations, has been integrated into our overall global risk management system and process.

We are currently certified compliant against ISO27001 and engage a certified audit firm to conduct annual control testing and reaffirm our certification.

This combination brings together legal, compliance and other function leads as required.

In addition, Newmont holds investment interests in [removed: Canada, Mexico,] [added: Papua New Guinea,] Chile, [removed: Argentina,] [added: Peru, Mexico, Canada,] and various other locations.

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, [removed: molybdenum,] and [removed: tungsten] [added: 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, [removed: molybdenum,] and [removed: tungsten] [added: molybdenum] is presented in pounds or tonnes.

[removed: ][added: ]

At December 31, [removed: 2024,] [added: 2025,] the [removed: Peñasquito, Boddington, Cadia,] Lihir, [added: 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.

Brucejack, Canada. (100% owned) [removed: Brucejack,] [added: Brucejack is] located in western British Columbia, approximately 40 miles (65 kilometers) north of Stewart and 28 miles (45 kilometers) southwest of the Stewart-Cassiar Highway [removed: 37, is an underground operation.][added: 37.]

Brucejack is [added: an underground operation and is] a deformed, porphyry-related transitional to intermediate sulphidation epithermal high-grade gold-silver deposit.

The mining fleet includes a fleet of load-haul-dump vehicles, trucks for material loading and transport to surface, [removed: excavators,] bolters, [added: jumbo drills,] shotcrete sprayers, long-hole drills, and cable bolters.

Brucejack’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $2,105.][added: $2,202.]

Brucejack reported [removed: 1.9] [added: 2.9] million ounces of gold reserves at December 31, [removed: 2024.][added: 2025.]

The main sulfide mineral [added: assemblage is pyrite-chalcopyrite-bornite.]

Red Chris’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $1,967.][added: $2,127.]

Red Chris reported [removed: 3.7] [added: 3.6] million ounces of gold reserves and [removed: 1.0] [added: 0.9] million tonnes of copper reserves at December 31, [removed: 2024.][added: 2025.]

Refer to Note [removed: 5 to] [added: 3 of] the Consolidated Financial Statements for further [removed: information.][added: information on the Company's divestitures.]

Peñasquito’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $5,625.][added: $5,957.]

[removed: As of December 31, 2024 and 2023,] Peñasquito reported [removed: 4.1 million and 4.6] [added: 3.2] million ounces of gold reserves, [removed: respectively, 253.3] [added: 230] million ounces [removed: and 312.6 million] of silver reserves, [removed: respectively, 0.8 million and 0.9] [added: 0.7] million tonnes of lead reserves, [removed: respectively,] and [removed: 1.7 million and 2.2] [added: 1.5] million tonnes of zinc [removed: reserves, respectively.][added: reserves at December 31, 2025.]

The overall reduction in [added: gold] reserves is primarily due to depletion.

The [added: overall] increase in gold resources is primarily due to net positive [added: technical] revisions.

Merian, Suriname. (75% owned) Merian is [removed: owned] [added: operated in a partnership, named Suriname Gold Project CV, whereby] 75% [added: is owned] by Newmont Suriname, LLC (“Newmont [removed: Suriname”) (formerly] [added: Suriname”), formerly] known as Suriname Gold Company LLC and 100% [removed: indirectly] [added: directly] owned by Newmont [removed: Corporation)] [added: Corporation] and 25% by [removed: Staatsolie Maatschappij Suriname N.V. (“Staatsolie,” a company wholly owned by the Republic of Suriname).][added: Staatsolie.]

Merian is located in Suriname, approximately 40 miles (66 kilometers) south of the town of Moengo and 19 miles (30 kilometers) north of the Nassau Mountains, close to the [added: eastern border with] French [removed: Guiana border.][added: Guiana.]

[removed: Merian] [added: Newmont Suriname] includes processing facilities that utilize a conventional gold mill, primary crusher and processing plant, consisting of a comminution plant, including gravity and cyanide leach processes, with recovery by carbon-in-leach, elution, electrowinning and induction furnace smelting to produce a gold doré product.

Merian’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $1,355.][added: $1,384.]

Merian reported [removed: 4.1] [added: 4.5] million attributable ounces of gold reserves at December 31, [removed: 2024.][added: 2025.]

Cerro Negro’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $2,302.][added: $2,449.]

Cerro Negro reported [removed: 3.2] [added: 3.0] million ounces of gold reserves at December 31, [removed: 2024.][added: 2025.]

Yanacocha is comprised of [removed: 12] [added: 9] mining concessions [added: and 3 processing concessions] encompassing [removed: 237,740] [added: 237,741] acres [removed: (96,210] [added: (96,086] hectares).

Yanacocha has four leach pads (La Quinua, Yanacocha, Carachugo and Maqui [removed: Maqui), with leaching operations at La Quinua and Carachugo.][added: Maqui).]

The Yanacocha Gold Mill [added: and China Linda] ceased [removed: current] operations in February 2021 and [removed: has] [added: in December 2022, respectively, and both facilities have] been placed into care and maintenance.

Yanacocha’s available mining fleet consists of two shovels, [removed: four] [added: two] excavators, and 25 haul trucks, each with 233-tonne payload.

Yanacocha’s gross property, plant and mine development at December 31, [removed: 2024] [added: 2025] was [removed: $5,886.][added: $4,130.]

Yanacocha reported [removed: 5.3] [added: 0.5] million ounces of gold reserves at December 31, [removed: 2024.][added: 2025.]

Pueblo Viejo, Dominican Republic. (40% owned) Pueblo Viejo is a joint venture with [removed: Barrick Gold Corporation ("Barrick"),] [added: Barrick,] where Barrick is the operator who holds the remaining 60% interest.

The Pueblo Viejo mine is [removed: an open pit conventional truck and shovel mining operation] located approximately 60 miles (100 kilometers) northwest of Santo Domingo, Dominican Republic.

[added: The Pueblo Viejo mine is an open pit conventional truck and shovel mining operation with deposits located in two major areas, the Monte Negro pit and the] Moore pit, and consists of high sulfidation or acid sulfate epithermal gold, silver, copper and zinc mineralization.

[removed: Process facilities include a] conventional mill which consists of a crushing and grinding circuit, autoclaves, and a carbon-in-leach circuit.

The plant expansion project [removed: is nearing completion and adds] [added: added] a new crusher, SAG mill, carbon-in-leach circuit and a flotation circuit.

The Company's attributable portion of Pueblo Viejo’s gross property, plant and mine development is [removed: $2,968] [added: $3,127] at December 31, [removed: 2024.][added: 2025.]

We report our 40% interest in Pueblo Viejo on an equity method basis under U.S. GAAP and as a result our attributable portion of Pueblo Viejo's gross property, plant and mine development is included in the carrying value of our equity method investment at December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] Pueblo Viejo reported 8.2 million ounces of attributable gold reserves and [removed: 48.9] [added: 49] million ounces of attributable silver reserves.

[removed: Boddington] [added: Tanami] and [removed: Tanami,] [added: Boddington,] Australia. Newmont’s [removed: Boddington and] Tanami [added: and Boddington] operations in Australia take place on land that falls under the custodianship of Aboriginal people.

| Boddington, Australia. (100% owned) Boddington is located 81 miles (130 kilometers) southeast of Perth in Western Australia and is accessible primarily by paved road. Boddington has been wholly owned since June 2009 when Newmont acquired the final 33.33% interest from AngloGold Ashanti Australia Limited. The Boddington project area comprises [removed: 52,045] [added: 52,065] acres [removed: (21,062] [added: (21,070] hectares) of mining tenure leased from the State of Western Australia, of which 26,910 acres (10,890 hectares) is subleased from the South 32 Worsley Joint Venturers ("Worsley JV"). The total project area is comprised of multiple leases that expire between [removed: 2025] [added: 2027] and [removed: 2043.] [added: 2046.] Royalties are paid to the state government at 2.5% for gold and 5% for copper based on revenue. Shipping and treatment and refining costs are allowable deductions from revenue for royalty calculations for copper. Newmont owns [removed: 74,354] [added: 74,474] acres [removed: (30,090] [added: (30,139] hectares) of rural freehold property, some of which overlaps existing mining tenure. The majority of its current operational area is located on its freehold property. | | | | | | [removed: ] [added: ] | | |

Additionally, the "Ahafo Complex", which includes the Company's Ahafo South and Ahafo North properties, is classified as material under Regulation S-K 1300.

All leases expire in March 2035, except the

Exploration License and two Mining leases, which are subject to renewal.

The gold reserves remained consistent in 2025 compared to 2024.

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.

This represents a decrease of approximately 6% in copper reserves in 2025 compared to 2024; gold, silver, molybdenum reserves remained consistent.

An additional, 11,025 acres (4,462 hectares) of mineral leases granted pursuant to the Northern Territory Mineral Titles Act.

Surface drilling continues to test targets with Exploration Upside, proximal to known Tanami mineralization.

| Ahafo South and Ahafo North, Ghana. The Company's Ahafo South and Ahafo North properties are together known as the Ahafo Complex and together are classified as material properties under Regulation S-K 1300. All of Newmont’s operations in Africa are located in Ghana. In December 2003, Ghana’s Parliament unanimously ratified an Investment Agreement (“IA”) between Newmont and the government of Ghana. The IA established a fixed fiscal and legal regime, including fixed royalty and tax rates, for the life of any Newmont project in Ghana. In December 2015, Ghana’s Parliament ratified the Revised Investment Agreements (“Ghana Investment Agreements” or “Revised IAs”). | | | | | |  | | |

The Revised IAs contain commitments with respect to job training for local Ghanaians, community development, purchasing of local goods, services and environmental protection, and also include a change in tax stabilization from life of mine to 15 years from commercial production for each mine.

In October 2017, the government of Ghana approved Newmont’s request to extend the stability period of the Revised IAs at the Ahafo operations for five years to December 31, 2025.

The maximum corporate income tax rate was previously 32.5% under the Revised IAs; however, upon the expiration of the tax stability extension on December 31, 2025, the Company’s operations in Ghana have become subject to a maximum corporate income tax rate of 35% and customs duties on imported goods used in mining operations ranging from 5% to 20% of the value of such items.

Royalties were paid to the Government of Ghana under a sliding‑scale system, based on average monthly gold prices and ranging up to 5% of revenues, plus an additional 0.6% on any production from forest reserve areas.

The sliding-scale royalty regime expired on December 31, 2025.

Effective January 1, 2026, royalties transitioned to a fixed 5% rate on gold production, with the additional 0.6% forest reserve royalty continuing to apply where applicable.

The government of Ghana is also entitled to receive 10% of a project’s net cash flow after reaching specific production milestones by receiving 1/9th of the total amount paid as dividends to Newmont parent.

When the average quoted gold price exceeds $1,300 per ounce within a calendar year, an advance payment on these amounts of 0.6% of total revenues is required.

Upon the expiration of the tax extension regime on December 31, 2025, dividends paid in addition to the carried interest will become subject to an 8% withholding tax, effective January 1, 2026.

The Company is now also be subject to a Growth and Sustainability Levy of 3% on gross revenue.

As a result, the Company will also be exposed to future changes in fiscal, tax, and other related regulatory regimes in Ghana as they may be enacted from time to time.

For instance, the Government of Ghana has announced plans to amend the country’s mineral royalty regime by replacing the flat 5% royalty rate, which became effective on January 1, 2026, with a sliding scale ranging from 5% to 12%, linked to prevailing gold prices.

The proposed amendment was submitted to the Ghanaian Parliament on December 19, 2025, and is expected to be considered when parliamentary sessions resume in February 2026.

If enacted, the revised royalty framework could increase the Company’s operating costs at its Ghanaian operations, particularly during periods of higher gold prices.

The timing, final structure, and implementation mechanisms of the proposed regime currently remain uncertain.

In 2002, Newmont acquired 50% of Ahafo South as a result of the merger with Normandy.

In 2003, Newmont purchased the remaining interest from Moydow Mines International Inc. (“Moydow”), thereby making it a wholly owned subsidiary.

Ahafo South pays a royalty of 2% on net smelter returns to Franco-Nevada for all gold ounces recovered from areas previously owned by Moydow.

Ahafo South sources all of its power from the National Electricity Market.

Ahafo South is currently under an electricity supply agreement and holds a power purchase agreement.

Power for the operation is sourced through the local power grid under a long-term power purchase agreement with the Volta River Authority.

The power supply contract with Volta River Authority expires in 2028 and includes an option to extend.

Ahafo South currently operates one open pit, following the completion of the Subika open pit in July 2025.

The active pit is Awonsu, which is being mined concurrently in two phases: (Layback 3 and Layback 4).

As of December 31, 2025 and 2024, Ahafo South reported 7.4 million and 5.1 million ounces of gold resources, respectively.

This change represents an increase of approximately 45% in gold resources in 2025 compared to 2024.

The overall increase in gold resources is primarily due to ounces added from exploration activities.

Ahafo North, Ghana. (100% owned) Ahafo North operation achieved commercial production in the fourth quarter of 2025 and is located approximately 31 miles (50 kilometers) northeast of Ahafo South and approximately 236 miles (380 kilometers) northwest of the capital city of Accra, Ghana accessible by paved road.

The operation currently includes a mill and two active pits, with a third pit expected to commence operations in early 2026.

Ahafo North sources its power from the Ghana national grid through a long-term power purchase agreement with the Volta River Authority.

This contract is valid through 2028 and includes an option for renewal.

assemblage is pyrite-chalcopyrite-bornite.

| Peñasquito, Mexico. (100% owned) Peñasquito is an open pit operation located in the northeast corner of Zacatecas State, approximately 125 miles (200 kilometers) northeast of the city of Zacatecas and is accessible by paved roads with a private airport close to the site. The property began production in 2009, with commercial production being achieved in 2010. Goldcorp, Inc. (“Goldcorp”) acquired its ownership in the mine in 2006 when it acquired Glamis. In 2019, Newmont acquired Goldcorp, obtaining full ownership interest in Peñasquito. Peñasquito consists of the Peñasco and Chile Colorado open pit mines. Peñasquito is comprised of 20 mining concessions for operations comprising 113,231 acres (45,823 hectares) and 60 mining concessions for exploration of 107,456 acres (43,486 hectares). Surface rights in the vicinity of the Peñasco and Chile Colorado open pits are held by three ejidos: Ejido Cedros, Ejido Mazapil and Ejido Cerro Gordo. Peñasquito has signed land use agreements with each ejidos, valid through 2035 and 2036, and the relevant private owners. | | | | | |  | | |

In January 2011, Peñasquito entered into a 20-year power delivery agreement with a subsidiary of InterGen Servicios Mexico (now Saavi Energia) where Peñasquito agreed to purchase electrical power from a gas-fired electricity generating facility located near San Luis de la Paz, Guanajuato, Mexico.

The agreement commenced in August 2015.

Power is also supplied by the Mexican Electricity Federal Commission (Comision Federal de Electricidad) at its central power grid through the El Salero-Peñasquito powerline.

In August 2020, the Company and Cedros General Assembly ratified the definitive agreement that was reached on April 22, 2020 and resolved all outstanding disputes between Peñasquito and the San Juan de Cedros community (Cedros).

In addition, easements have been granted in association with the La Pardita-Cedros Highway and the El Salero-Peñasquito powerline.

All necessary permits have been granted.

In July 2007, Goldcorp and Wheaton Precious Metals Corp. (then Silver Wheaton Corp.) entered into a silver streaming agreement.

The Company is obligated to sell 25% of silver production from the Peñasquito mine to Wheaton Precious Metals Corporation at the lesser of market price or a fixed contract price, subject to an annual inflation adjustment of up to 1.65%.

A 2% net smelter return royalty is owed to Royal Gold Inc. from both the Chile Colorado and Peñasco open pits of the Peñasquito mine.

Since January 1, 2014, the Mexican Government levies a 7.5% mining royalty that is imposed on earnings before interest, taxes, depreciation, and amortization.

There is also a 0.5% environmental erosion fee payable on precious metal production, based on revenues.

In December 2016, the State of Zacatecas in Mexico approved new environmental taxes (“Ecological Taxes”) that became effective January 1, 2017.

The Ecological Taxes are calculated based on a predetermined formula and the volume of carbon emissions, as well as other environmental variables, at Peñasquito.

The Company's payment of the Ecological Taxes primarily relates to the volume of carbon emissions at Peñasquito from fixed and mobile sources.

These changes represent a decrease of approximately 11% in gold

reserves, a decrease of approximately 19% in silver reserves, a decrease of approximately 11% in lead reserves, and a decrease of approximately 23% in zinc reserves in 2024 compared to 2023.

As of December 31, 2024 and 2023, Peñasquito reported 1.7 million and 1.5 million ounces of gold resources, respectively, 189.6 million ounces and 175.2 million of silver resources, respectively, 0.5 million and 0.6 million tonnes of lead resources, respectively, and 1.3 million and 1.3 million tonnes of zinc resources, respectively.

These changes represent an increase of approximately 13% in gold resources, an increase of approximately 8% in silver resources, and a decrease of approximately 17% in lead resources, while zinc resources remained consistent in 2024 compared to 2023.

The Merian operation is comprised of one Right of Exploitation encompassing an area of 41,687 acres (16,870 hectares) and four Rights of Exploration encompassing an area of 132,532 acres (53,634 hectares).

It will be repurposed for use as part of the Yanacocha Sulfides project.

The Pueblo Viejo deposits are located in two major areas, the Monte Negro pit and the

The milling plant includes a three-stage crushing facility

The decrease in gold resources is primarily due to conversion to reserves, partially offset by positive technical revisions.

treated effluent, on-site groundwater bores, Belubula River, and site runoff.

Molybdenum reserves remained consistent.

These changes represent a decrease of approximately 5% in gold resources, a decrease of approximately 11% in copper resources, and a decrease of approximately 12% in silver resources in 2024 compared to 2023.

The decrease in gold reserves is primarily due to depletion and negative technical revisions.

Additionally, at Long Canyon, oxide ore with suitable cyanide solubility is treated on a heap leach pad.

Gold recovered from the leach pad is transferred as gold-bearing carbon to Carlin for refining and shipment.

The decrease in gold reserves is primarily due to mining depletion, partially offset by additions and positive net revisions.

These changes represent a decrease of approximately 12% in gold resources and a decrease of approximately 4% in silver resources, while copper resources remained consistent in 2024 compared to 2023.

The decrease in gold resources is primarily due to negative net revisions and conversion to reserves.

The following properties are classified as held for sale as of December 31, 2024.

Cripple Creek & Victor, U.S. (100% owned) CC&V, located next to the town of Victor and the city of Cripple Creek, Colorado, is an open pit operation.

The CC&V operation comprises two state mineral leases, 108 subdivided city lots, 30 surface and mineral parcels, and 1,642 patented lode, millsite, and placer claims, and 13 unpatented federal load claims encompassing a total area of 13,757 acres (5,567 hectares).

CC&V is an epithermal alkalic deposit with heap leaching facilities.

CC&V reported 2.4 million ounces of gold reserves at December 31, 2024.

Musselwhite, Canada. (100% owned) Musselwhite, located approximately 265 miles (430 kilometers) north of Thunder Bay, Ontario, is an underground operation.

[removed: The program] [added: 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.

[removed: Newmont is] [added: 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 [removed: S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Annual Report.][added: S-K.]

It is noted that the Nevada mines owned by [removed: NGM, in which] [added: Nevada Gold Mines LLC,] the [added: joint venture between the] Company [removed: holds a 38.5% interest,] [added: (38.5%) and Barrick (61.5%),] are not [removed: included] [added: required to be disclosed] in [removed: the Company’s] Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES [removed: (in] [added: (dollars in] millions, except [removed: share] [added: 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 [removed: 13, 2025,] [added: 12, 2026,] there were [removed: 1,126,861,075] [added: 1,087,874,212] shares of Newmont’s common stock outstanding, which were held by approximately [removed: 6,500] [added: 6,000] stockholders of record.

During the period from October 1, [removed: 2024] [added: 2025] to December 31, [removed: 2024, 16,841,467] [added: 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.

(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 [removed: 23,534] [added: 25,062] shares, [removed: 18,027] [added: 8,029] shares, and [removed: 4,271] [added: 11,337] shares for the fiscal months of October, November, December [removed: 2024,] [added: 2025,] respectively.

[removed: (2)In February] [added: In October] 2024, the Board of Directors authorized [removed: a $1 billion] [added: an additional $2,000] stock repurchase program to repurchase shares of outstanding common [removed: stock to provide returns to stockholders.][added: stock; this program has been completed.]

The repurchase [removed: programs] [added: program has no expiration date,] may be discontinued at any time, and the [removed: programs do] [added: program does] not obligate the Company to acquire any specific number of shares of its common stock or to repurchase the full authorized [removed: amount during the authorization period.][added: amount.]

Consequently, the Board of Directors may revise or terminate such share repurchase [removed: authorizations] [added: authorization] in the future.

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.

| October 1, 2025 through October 31, 2025 | | | 2,571,734 | | | | | | $ | 85.08 | | | | | 2,546,672 | | | | | | $ | 2,662 | |

| November 1, 2025 through November 30, 2025 | | | 1,382,003 | | | | | | $ | 84.92 | | | | | 1,373,974 | | | | | | $ | 2,545 | |

| December 1, 2025 through December 31, 2025 | | | 990,240 | | | | | | $ | 95.85 | | | | | 978,903 | | | | | | $ | 2,451 | |

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 July 2025, the Board of Directors authorized an additional $3,000 stock repurchase program to repurchase shares of outstanding common stock.

In 2024, we lost four colleagues due to fatal events at sites not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

We are fully committed to understanding the factors that contributed to these tragedies, undertaking decisive action to improve our safety culture with a clear focus on seeking to effectively control all of the risks that could lead to a fatality.

Newmont’s Always Safe program reflects learning from these tragic events.

The operation of our U.S. based mine is subject to regulation by the MSHA under the Mine Act.

MSHA inspects our mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act.

Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations.

The dollar penalties assessed for citations issued have also increased in recent years.

| October 1, 2024 through October 31, 2024 | | | 10,300,979 | | | | | | $ | 51.32 | | | | | 10,277,445 | | | | | | $ | 2,024 | |

| November 1, 2024 through November 30, 2024 | | | 3,645,079 | | | | | | $ | 42.73 | | | | | 3,627,052 | | | | | | $ | 1,869 | |

| December 1, 2024 through December 31, 2024 | | | 2,895,409 | | | | | | $ | 39.92 | | | | | 2,891,138 | | | | | | $ | 1,754 | |

In connection with the expected completion of such program, in October 2024, the Board authorized an additional $2 billion share repurchase program, which will expire after 24 months (in October 2026).

The following MD&A generally discusses our consolidated financial condition and results of operations for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of our consolidated financial condition and results of operations for [removed: 2022] [added: 2023] and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 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](https://www.sec.gov/ix?doc=/Archives/edgar/data/1164727/000116472724000016/nem-20231231.htm), filed with the Securities and Exchange Commission on February [removed: 29, 2024.][added: 21, 2025.]

We have significant operations and/or assets in the [removed: U.S., Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia,] [added: United States,] Papua New Guinea, [added: Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru,] Ecuador, [removed: Fiji,] [added: Mexico,] and [removed: Ghana.][added: Canada.]

The non-core assets to be divested [removed: include] [added: included] Akyem, CC&V, Éléonore, Porcupine, Musselwhite, Telfer, and [removed: a] [added: 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 [removed: 2024, based on progress made through our active sales program and management’s expectation that the sale is probable and will be completed within 12 months.][added: 2024.]

[removed: As a result of] [added: Additionally, gains or losses recognized on] the [removed: sale, a loss] [added: completion] of [removed: $160 was] [added: the sale are] recognized in [removed: *Loss] [added: *(Gain) loss] on [added: sale of] assets held for sale*.

[removed: The non-core assets and the development project] [added: Assets] classified as held for sale are recorded at the lower of the carrying value or fair value, less costs to [removed: sell.][added: 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*.]

[removed: As a result, for] [added: For] the year ended December 31, [removed: 2024] [added: 2024,] a loss of [removed: $859] [added: $1,114] was recognized within [removed: *Loss] [added: *(Gain) loss] on [added: sale of] assets held for sale*, [added: primarily consisting] of [removed: which $160 and $699 related to Telfer and the disposal groups remaining as] [added: write-downs on assets] held for [removed: sale as of December 31, 2024, respectively.][added: sale.]

[removed: A resulting tax impact of $255 was recognized] [added: As a result,] for the year ended December 31, [removed: 2024, resulting in] [added: 2025] a [removed: total loss] [added: gain] of [removed: $1,114] [added: $1,066 was] recognized [removed: for the year ended December 31, 2024,] within [removed: *Loss] [added: *(Gain) loss] on [added: sale of] assets held for [removed: sale*.][added: sale*, primarily resulting from the completed sales.]

For further [removed: information,] [added: information on our *Debt*,] refer to Note [removed: 3] [added: 20] to the Consolidated Financial Statements.

The combined company is also listed on the [removed: Toronto Stock Exchange under the ticker NGT, on the] Australian Securities Exchange under the ticker [removed: NEM,] [added: NEM] and on the Papua New Guinea Securities Exchange under the ticker NEM.

For [added: further] information on [removed: asset sales impacting comparability of below results,] [added: our *Debt*,] refer to Note [removed: 9] [added: 20] to the Consolidated Financial Statements.

| | | | Year Ended December 31, | | | | | | | | | | | | [added: | | | | | |] Increase (decrease) | | | | | | | | | [added: | | | | | |]

| | | | [removed: 2024] [added: 2024 vs. 2023 (2)] | | | | | | [removed: 2023] | | | | | | | | | | | | | | | [added: | | | | | |]

| Net income (loss) from continuing operations attributable to Newmont stockholders | | | $ | [added: 7,085 | | | | | $ |] 3,280 | | | | | $ | (2,521) | | | | | $ | [added: 3,805 | | | | | $ |] 5,801 | | | | | | | |

| Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted | | | $ | [added: 6.39 | | | | | $ |] 2.86 | | | | | $ | (3.00) | | | | | $ | [added: 3.53 | | | | | $ |] 5.86 | | | | | | | |

| Net income (loss) [removed: from continuing operations] attributable to Newmont stockholders | | | $ | [removed: (2,521)] [added: 7,085] | | | | | $ | [removed: (459)] [added: 3,348] | | | | | $ | [removed: (2,062) | | | | | |] [added: (2,494)] | |

This increase was partially offset by the [removed: *Loss on assets held for sale* and higher income] [added: increase in *Income] and mining tax [removed: expense.][added: benefit (expense)* and *Impairment charges,* primarily at Yanacocha.]

| | | | Year Ended December 31, | | | | | | | | | | | | [added: | | | | | |] Increase (decrease) | | | [added: | | | | | |]

| | | | [added: 2025 | | | | | | | | | | | | | | | | | |] 2024 | | | | | | [added: | | | | | | | | | | | |] 2023 | | | | | | | | | [added: | | | | | |]

| Gold | | | $ | [added: 19,304 | | | | | $ |] 15,746 | | | | | $ | 10,593 | | | | | $ | [added: 3,558 | | | | | $ |] 5,153 | |

| Copper | | | [added: 1,438 | | | | | |] 1,327 | | | | | | 575 | | | | | | [added: 111 | | | | | |] 752 | | |

| Silver | | | [added: 1,080 | | | | | |] 792 | | | | | | 335 | | | | | | [added: 288 | | | | | |] 457 | | |

| Lead | | | [added: 183 | | | | | |] 195 | | | | | | 96 | | | | | | [added: (12) | | | | | |] 99 | | |

| Zinc | | | [added: 664 | | | | | |] 622 | | | | | | 213 | | | | | | [added: 42 | | | | | |] 409 | | |

| | | | $ | [added: 22,669 | | | | | $ |] 18,682 | | | | | $ | 11,812 | | | | | $ | [added: 3,987 | | | | | $ |] 6,870 | |

| Lead | | | [removed: 96] [added: 46] | | | | | | [removed: 133] [added: 52] | | | | | | [removed: (37)] [added: 45] | | | [added: | | | (6) | | | | | | 7 | | |]

[removed: (2)For the year ended December 31, 2024, the] [added: (2)The] Company sold 150 thousand tonnes of copper, 97 thousand tonnes of lead, and 247 thousand tonnes of zinc.

[removed: (2)For the year ended December 31, 2023, the] [added: (2)The] Company sold 71 thousand tonnes of copper, 49 thousand tonnes of lead, and 101 thousand tonnes of zinc.

| | | | Year Ended December [removed: 31, 2022] [added: 31,] | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Gross before provisional pricing and streaming impact | | | $ | [removed: 10,461] [added: 19,067] | | | | | $ | [removed: 337] [added: 1,320] | | | | | $ | [removed: 533] [added: 846] | | | | | $ | [removed: 145] [added: 188] | | | | | $ | [removed: 583] [added: 699] | |

| Provisional pricing mark-to-market | | | [removed: (2)] [added: 50] | | | | | | [removed: (11)] [added: 0.40] | | | | | | [removed: (11)] [added: 6.37] | | | | | | [removed: (1)] [added: —] | | | | | | [removed: (9)] [added: —] | | |

| Silver streaming amortization | | | — | | | | | | — | | | | | | [removed: 73] [added: 84] | | | | | | — | | | | | | — | | |

| Gross after provisional pricing and streaming impact | | | [removed: 10,459] [added: 19,341] | | | | | | [removed: 326] [added: 1,439] | | | | | | [removed: 595] [added: 1,107] | | | | | | [removed: 144] [added: 187] | | | | | | [removed: 574] [added: 702] | | |

| Treatment and refining charges | | | [removed: (43)] [added: (37)] | | | | | | [removed: (10)] [added: (1)] | | | | | | [removed: (46)] [added: (27)] | | | | | | [removed: (11)] [added: (4)] | | | | | | [removed: (73)] [added: (38)] | | |

| Gross before provisional pricing and streaming impact | | | $ | [removed: 1,800] [added: 3,455] | | | | | $ | [removed: 3.94] [added: 4.49] | | | | | $ | [removed: 17.90] [added: 30.49] | | | | | $ | [removed: 0.98] [added: 0.89] | | | | | $ | [removed: 1.56] [added: 1.30] | |

| Provisional pricing mark-to-market | | | [removed: —] [added: 274] | | | | | | [removed: (0.13)] [added: 119] | | | | | | [removed: (0.35)] [added: 177] | | | | | | [removed: —] [added: (1)] | | | | | | [removed: (0.02)] [added: 3] | | |

| Silver streaming amortization | | | — | | | | | | — | | | | | | [removed: 2.45] [added: 3.03] | | | | | | — | | | | | | — | | |

| Gross after provisional pricing and streaming impact | | | [removed: 1,800] [added: 3,505] | | | | | | [removed: 3.81] [added: 4.89] | | | | | | [removed: 20.00] [added: 39.89] | | | | | | [removed: 0.98] [added: 0.89] | | | | | | [removed: 1.54] [added: 1.30] | | |

| Treatment and refining charges | | | [removed: (8)] [added: (7)] | | | | | | [removed: (0.12)] [added: —] | | | | | | [removed: (1.55)] [added: (0.97)] | | | | | | [removed: (0.07)] [added: (0.02)] | | | | | | [removed: (0.20)] [added: (0.07)] | | |

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.

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*

Ghanaian Stability Agreement and Royalty

The Revised Investment Agreement, under which Newmont previously operated in Ghana, expired on December 31, 2025.

As a result, the previous maximum corporate income tax rate of 32.5% is now subject to a maximum corporate income tax rate of 35% and customs duties on imported goods used in mining operations ranging from 5% to 20% of the value of such items.

Additionally, royalties were previously paid to the Government of Ghana under a sliding‑scale system, based on average monthly gold prices and ranging up to 5% of revenues, plus an additional 0.6% on any production from forest reserve areas.

The sliding-scale royalty regime also expired on December 31, 2025.

Effective January 1, 2026, royalties transitioned to a fixed 5% rate on gold production, with the additional 0.6% forest reserve royalty continuing to apply where applicable.

The Government of Ghana is also entitled to receive 10% of a project’s net cash flow after reaching specific production milestones by receiving 1/9th of the total amount paid as dividends to Newmont parent.

When the average quoted gold price exceeds $1,300 per ounce within a calendar year, an advance payment on these amounts of 0.6% of total revenues is required.

Upon the expiration of the tax extension regime on December 31, 2025, dividends paid in addition to the carried interest will become subject to an 8% withholding tax.

Also as a result of the agreement's expiration, Newmont is subject to a Growth and Sustainability Levy of 3% on gross revenue.

As a result, the Company will also be exposed to future changes in fiscal, tax, and other related regulatory regimes in Ghana as they may be enacted from time to time.

For instance, the Government of Ghana has announced plans to amend the country’s mineral royalty regime by replacing the flat 5% royalty rate, which became effective on January 1, 2026, with a sliding scale ranging from 5% to 12%, linked to prevailing gold prices.

The proposed amendment was submitted to the Ghanaian Parliament on December 19, 2025, and is expected to be considered when parliamentary sessions resume in early February 2026.

If enacted, the revised royalty framework could increase the Company’s operating costs at its Ghanaian operations, particularly during periods of higher gold prices.

The timing, final structure, and implementation mechanisms of the proposed regime currently remain uncertain.

*Net income (loss) from continuing operations attributable to Newmont stockholders* increased during the year ended December 31, 2025, compared to the same period in 2024, 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.

| Net | | | $ | 19,304 | | | | | $ | 1,438 | | | | | $ | 1,080 | | | | | $ | 183 | | | | | $ | 664 | |

| Consolidated ounces/pounds sold (1)(2) | | | 5,519 | | | | | | 294 | | | | | | 28 | | | | | | 209 | | | | | | 542 | | |

| Net | | | $ | 3,498 | | | | | $ | 4.89 | | | | | $ | 38.92 | | | | | $ | 0.87 | | | | | $ | 1.23 | |

| | | | 2025 vs. 2024 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | $ | 3,558 | | | | | $ | 111 | | | | | $ | 288 | | | | | $ | (12) | | | | | $ | 42 | |

(1)Included in the change in *Sales* is the impact relating to the divested sites which resulted in a decrease of $2,254 for the year ended 2025 compared to 2024.

(2)Included in the change in *Sales* is the impact attributable to the sites acquired in the Newcrest acquisition which resulted in an increase of $3,593 for the year ended 2024 compared to 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Increase (decrease) | | | | | | | | |

Excluding the impact of divestitures, *Costs applicable to sales* increased during the year ended December 31, 2025, compared to the same period in 2024, primarily due to higher mining and milling costs at NGM and Brucejack, higher government royalties largely at Ahafo South, and higher worker's participation costs at Peñasquito and Yanacocha.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In June 2024, the Company was named as the only miner in TIME’s top 100 green firms ranking.

Non-core Asset Divestitures

As of December 31, 2023, the aggregate net book value of the non-core assets and the development project was $3,419.

While the Company remains committed to a plan to sell these assets for a fair price, there is a possibility that the assets held for sale may exceed one year due to events or circumstances beyond the Company's control.

In the second half of 2024, the Company entered into a definitive agreement to sell the assets of the Telfer reportable segment, which closed in the fourth quarter 2024.

Additionally, in the fourth quarter of 2024 the Company entered into definitive agreements to sell the reportable segments of Akyem, Musselwhite, Éléonore, and CC&V and in January 2025 the Company entered into a definitive agreement to sell the Porcupine reportable segment.

All of which are expected to close in the first half of 2025 and remained designated as held for sale at December 31, 2024.

These assets are periodically valued until sale occurs with any resulting gain or loss recognized in *Loss on assets held for sale*.

The $699 loss on the disposal groups remaining as held for sale resulted in an aggregate net book value of $2,432 at December 31, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

| Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted | | | $ | (3.00) | | | | | $ | (0.58) | | | | | $ | (2.42) | | | | | | | |

*Net income (loss) from continuing operations attributable to Newmont stockholders* increased during the year ended December 31, 2024, compared to the same period in 2023, partially due to the impact of sites acquired in the Newcrest transaction which contributed $1,047 to the increase.

Excluding the impact of the sites acquired in the Newcrest transaction, the increase in *Net income (loss) from continuing operations attributable to Newmont stockholders* for the year ended 2024 compared to the same period in 2023 was primarily due to (i) higher average realized prices for all metals; (ii) lower *Impairment* *charges*; (iii) lower *Reclamation and remediation*; and (iv) and higher net income at Peñasquito which had been impacted in 2023 as a result of the labor strike.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Gold | | | $ | 10,593 | | | | | $ | 10,416 | | | | | $ | 177 | |

| Copper | | | 575 | | | | | | 316 | | | | | | 259 | | |

| Silver | | | 335 | | | | | | 549 | | | | | | (214) | | |

| Zinc | | | 213 | | | | | | 501 | | | | | | (288) | | |

| | | | $ | 11,812 | | | | | $ | 11,915 | | | | | $ | (103) | |

____________________________

| Net | | | $ | 10,416 | | | | | $ | 316 | | | | | $ | 549 | | | | | $ | 133 | | | | | $ | 501 | |

| Consolidated ounces/pounds sold (1)(2) | | | 5,812 | | | | | | 85 | | | | | | 30 | | | | | | 147 | | | | | | 373 | | |

| Net | | | $ | 1,792 | | | | | $ | 3.69 | | | | | $ | 18.45 | | | | | $ | 0.91 | | | | | $ | 1.34 | |

| | | | $ | 177 | | | | | $ | 259 | | | | | $ | (214) | | | | | $ | (37) | | | | | $ | (288) | |

*Sales* increased during the year ended December 31, 2024, compared to the same period in 2023, by $6,870, primarily due to a net increase in gold and copper sales of $5,153 and $752, respectively.

Of the gold and copper sales increases, $2,807 and $786, were attributable to sites acquired in the Newcrest transaction, respectively.

| Gold | | | $ | 5,689 | | | | | $ | 5,423 | | | | | $ | 266 | |

| Copper | | | 359 | | | | | | 181 | | | | | | 178 | | |

| Silver | | | 300 | | | | | | 454 | | | | | | (154) | | |

| Lead | | | 98 | | | | | | 94 | | | | | | 4 | | |

| Zinc | | | 253 | | | | | | 316 | | | | | | (63) | | |

| | | | $ | 6,699 | | | | | $ | 6,468 | | | | | $ | 231 | |

The increase in *Costs applicable to sales* during the year ended December 31, 2024, compared to the same period in 2023, was further impacted by (i) an increase of $319 at Peñasquito due to reduced operations in 2023 as a result of the labor strike, (ii) a drawdown of inventory and higher royalties at Ahafo, Akyem and Yanacocha, (iii) higher equipment maintenance costs at Tanami, and (iv) higher contracted services and labor costs at Ahafo; partially offset by a decrease in *Costs applicable to sales* at Boddington and Cerro Negro due to lower production.

| Lead | | | 52 | | | | | | 45 | | | | | | 7 | | |

| Gold | | | $ | 1,730 | | | | | $ | 1,838 | | | | | $ | (108) | |

| Copper | | | 53 | | | | | | 34 | | | | | | 19 | | |

| [Report of Independent Registered Public Accounting Firm](#i48286b94b8564316b7674709310ac46c_247) (Ernst & Young LLP; PCAOB ID: 42) | | | | | | [removed: [129](#i48286b94b8564316b7674709310ac46c_247)] [added: [124](#i48286b94b8564316b7674709310ac46c_247)] | | |

| [Report of Independent Registered Public Accounting Firm](#i48286b94b8564316b7674709310ac46c_250) (PricewaterhouseCoopers LLP; PCAOB ID: 271) | | | | | | [removed: [131](#i48286b94b8564316b7674709310ac46c_250)] [added: [126](#i48286b94b8564316b7674709310ac46c_250)] | | |

| [Consolidated Statements of Operations](#i48286b94b8564316b7674709310ac46c_253) | | | | | | [removed: [133](#i48286b94b8564316b7674709310ac46c_253)] [added: [128](#i48286b94b8564316b7674709310ac46c_253)] | | |

| [Consolidated Statements of Comprehensive Income (Loss)](#i48286b94b8564316b7674709310ac46c_256) | | | | | | [removed: [134](#i48286b94b8564316b7674709310ac46c_256)] [added: [129](#i48286b94b8564316b7674709310ac46c_256)] | | |

| [Consolidated Balance Sheets](#i48286b94b8564316b7674709310ac46c_259) | | | | | | [removed: [135](#i48286b94b8564316b7674709310ac46c_259)] [added: [130](#i48286b94b8564316b7674709310ac46c_259)] | | |

| [Consolidated Statements of Cash Flows](#i48286b94b8564316b7674709310ac46c_262) | | | | | | [removed: [136](#i48286b94b8564316b7674709310ac46c_262)] [added: [131](#i48286b94b8564316b7674709310ac46c_262)] | | |

| [Consolidated Statement of Changes in Equity](#i48286b94b8564316b7674709310ac46c_265) | | | | | | [removed: [138](#i48286b94b8564316b7674709310ac46c_265)] [added: [133](#i48286b94b8564316b7674709310ac46c_265)] | | |

| [Notes to Consolidated Financial Statements](#i48286b94b8564316b7674709310ac46c_268) | | | | | | [removed: [139](#i48286b94b8564316b7674709310ac46c_268)] [added: [134](#i48286b94b8564316b7674709310ac46c_268)] | | |

| | | | [Note 1 The Company](#i48286b94b8564316b7674709310ac46c_271) | | | [removed: [139](#i48286b94b8564316b7674709310ac46c_271)] [added: [134](#i48286b94b8564316b7674709310ac46c_271)] | | |

| | | | [Note 2 Summary of Significant Accounting Policies](#i48286b94b8564316b7674709310ac46c_274) | | | [removed: [140](#i48286b94b8564316b7674709310ac46c_274)] [added: [134](#i48286b94b8564316b7674709310ac46c_274)] | | |

| | | | [Note 3 Acquisitions and Divestitures](#i48286b94b8564316b7674709310ac46c_277) | | | [removed: [151](#i48286b94b8564316b7674709310ac46c_277)] [added: [145](#i48286b94b8564316b7674709310ac46c_277)] | | |

| | | | [Note 4 Segment Information](#i48286b94b8564316b7674709310ac46c_280) | | | [removed: [154](#i48286b94b8564316b7674709310ac46c_280)] [added: [149](#i48286b94b8564316b7674709310ac46c_280)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_283) [5](#i48286b94b8564316b7674709310ac46c_283) [Sales](#i48286b94b8564316b7674709310ac46c_283) | | | [removed: [159](#i48286b94b8564316b7674709310ac46c_283)] [added: [155](#i48286b94b8564316b7674709310ac46c_283)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_286) [6](#i48286b94b8564316b7674709310ac46c_286) [Reclamation and Remediation](#i48286b94b8564316b7674709310ac46c_286) | | | [removed: [162](#i48286b94b8564316b7674709310ac46c_286)] [added: [157](#i48286b94b8564316b7674709310ac46c_286)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_289) [7](#i48286b94b8564316b7674709310ac46c_289) [Impairment Charges](#i48286b94b8564316b7674709310ac46c_289) | | | [removed: [164](#i48286b94b8564316b7674709310ac46c_289)] [added: [159](#i48286b94b8564316b7674709310ac46c_289)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_292) [8](#i48286b94b8564316b7674709310ac46c_292) [Other Expense, Net](#i48286b94b8564316b7674709310ac46c_292) | | | [removed: [165](#i48286b94b8564316b7674709310ac46c_292)] [added: [160](#i48286b94b8564316b7674709310ac46c_292)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_295) [9](#i48286b94b8564316b7674709310ac46c_295) [Other Income](#i48286b94b8564316b7674709310ac46c_295) [(Loss)](#i48286b94b8564316b7674709310ac46c_295)[, Net](#i48286b94b8564316b7674709310ac46c_295) | | | [removed: [166](#i48286b94b8564316b7674709310ac46c_295)] [added: [160](#i48286b94b8564316b7674709310ac46c_295)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_298) [10](#i48286b94b8564316b7674709310ac46c_298) [Income and Mining Taxes](#i48286b94b8564316b7674709310ac46c_298) | | | [removed: [166](#i48286b94b8564316b7674709310ac46c_298)] [added: [161](#i48286b94b8564316b7674709310ac46c_298)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_301) [11](#i48286b94b8564316b7674709310ac46c_301) [Employee-Related Benefits](#i48286b94b8564316b7674709310ac46c_301) | | | [removed: [170](#i48286b94b8564316b7674709310ac46c_301)] [added: [165](#i48286b94b8564316b7674709310ac46c_301)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_304) [12](#i48286b94b8564316b7674709310ac46c_304) [Stock-Based Compensation](#i48286b94b8564316b7674709310ac46c_304) | | | [removed: [174](#i48286b94b8564316b7674709310ac46c_304)] [added: [168](#i48286b94b8564316b7674709310ac46c_304)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_307) [13](#i48286b94b8564316b7674709310ac46c_307) [Fair Value Accounting](#i48286b94b8564316b7674709310ac46c_307) | | | [removed: [176](#i48286b94b8564316b7674709310ac46c_307)] [added: [169](#i48286b94b8564316b7674709310ac46c_307)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_310) [14](#i48286b94b8564316b7674709310ac46c_310) [Derivative](#i48286b94b8564316b7674709310ac46c_310) [Instrument](#i48286b94b8564316b7674709310ac46c_310)[s](#i48286b94b8564316b7674709310ac46c_310) | | | [removed: [179](#i48286b94b8564316b7674709310ac46c_310)] [added: [172](#i48286b94b8564316b7674709310ac46c_310)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_313) [15](#i48286b94b8564316b7674709310ac46c_313) [Investments](#i48286b94b8564316b7674709310ac46c_313) | | | [removed: [182](#i48286b94b8564316b7674709310ac46c_313)] [added: [174](#i48286b94b8564316b7674709310ac46c_313)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_316) [16](#i48286b94b8564316b7674709310ac46c_316) [Inventories](#i48286b94b8564316b7674709310ac46c_316) | | | [removed: [184](#i48286b94b8564316b7674709310ac46c_316)] [added: [176](#i48286b94b8564316b7674709310ac46c_316)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_319) [17](#i48286b94b8564316b7674709310ac46c_319) [Stockpiles and Ore on Leach Pads](#i48286b94b8564316b7674709310ac46c_319) | | | [removed: [185](#i48286b94b8564316b7674709310ac46c_319)] [added: [176](#i48286b94b8564316b7674709310ac46c_319)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_322) [18](#i48286b94b8564316b7674709310ac46c_322) [Property, Plant and Mine Development](#i48286b94b8564316b7674709310ac46c_322) | | | [removed: [185](#i48286b94b8564316b7674709310ac46c_322)] [added: [177](#i48286b94b8564316b7674709310ac46c_322)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_325) [19](#i48286b94b8564316b7674709310ac46c_325) [Goodwill](#i48286b94b8564316b7674709310ac46c_325) | | | [removed: [186](#i48286b94b8564316b7674709310ac46c_325)] [added: [177](#i48286b94b8564316b7674709310ac46c_325)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_328) [20](#i48286b94b8564316b7674709310ac46c_328) [Debt](#i48286b94b8564316b7674709310ac46c_328) | | | [removed: [186](#i48286b94b8564316b7674709310ac46c_328)] [added: [178](#i48286b94b8564316b7674709310ac46c_328)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_331) [21](#i48286b94b8564316b7674709310ac46c_331) [Lease and Other Financing Obligations](#i48286b94b8564316b7674709310ac46c_331) | | | [removed: [188](#i48286b94b8564316b7674709310ac46c_331)] [added: [179](#i48286b94b8564316b7674709310ac46c_331)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_334) [22](#i48286b94b8564316b7674709310ac46c_334) [Other Liabilities](#i48286b94b8564316b7674709310ac46c_334) | | | [removed: [190](#i48286b94b8564316b7674709310ac46c_334)] [added: [181](#i48286b94b8564316b7674709310ac46c_334)] | | |

| | | | [Note](#i48286b94b8564316b7674709310ac46c_337) [23](#i48286b94b8564316b7674709310ac46c_337) [Accumulated Other Comprehensive Income (Loss)](#i48286b94b8564316b7674709310ac46c_337) | | | [removed: [190](#i48286b94b8564316b7674709310ac46c_337)] [added: [181](#i48286b94b8564316b7674709310ac46c_337)] | | |

| [removed: | | | [Note](#i48286b94b8564316b7674709310ac46c_340) [24](#i48286b94b8564316b7674709310ac46c_340) [Net] Change in [removed: Operating Assets] [added: operating assets] and [removed: Liabilities](#i48286b94b8564316b7674709310ac46c_340)] [added: liabilities:] | | | [removed: [191](#i48286b94b8564316b7674709310ac46c_340)] | | | [added: | | | | | | | | | | | |]

| | | | [removed: [Note](#i48286b94b8564316b7674709310ac46c_343) [25](#i48286b94b8564316b7674709310ac46c_343) [Commitments] [added: [Note 24 Commitments] and Contingencies](#i48286b94b8564316b7674709310ac46c_343) | | | [removed: [191](#i48286b94b8564316b7674709310ac46c_343)] [added: [182](#i48286b94b8564316b7674709310ac46c_343)] | | |

We have audited the accompanying consolidated balance sheets of Newmont Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] the related notes and the financial statement schedule in Item [removed: 15(a)(2)] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 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 financial statements reflect total assets constituting 13% and 13% of consolidated assets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, and sales constituting [added: 16% in 2025,] 13% in 2024, [added: and] 19% in [removed: 2023, and 18% 2022] [added: 2023] of the related consolidated totals.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: 2013 framework,] [added: (2013 framework),] and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon, based on our audit and the report of PricewaterhouseCoopers LLP.

| *Description of the Matter* | | | As discussed in Notes 2, 6 and [removed: 25] [added: 24] of the consolidated financial statements, the Company’s mining and exploration activities are subject to various domestic and international laws and regulations governing the protection of the environment. Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. Reclamation liabilities are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimates of either the timing or amount of the reclamation costs. As of December 31, [removed: 2024,] [added: 2025,] the Company’s consolidated reclamation liabilities totaled [removed: $8.5 billion, including $1.5 billion included in liabilities held for sale.] [added: $6.8 billion.] Auditing management’s accounting for reclamation liabilities was challenging, as significant judgment is required by the Company to estimate [removed: required cash flows to meet obligations established by mining permits, local statutes and promissory estoppel at the end of mine life as well as estimation of uncertainty inherent in the cash flows.] [added: future reclamation costs.] The significant judgment was [removed: primarily related] [added: due] to the [removed: inherent estimation uncertainty relating to] [added: complexity of engineering designs for closure and] the [removed: extent] [added: scope and cost] of [removed: future] reclamation [removed: activities and related costs.] [added: activities.] | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s accounting for reclamation liabilities, including controls over management’s [added: methodology,] review of [removed: estimated future costs and] the reclamation liability [removed: calculation.] [added: calculation and estimated future costs.] To test the reclamation liabilities, among other procedures, we evaluated the [removed: methodology, significant assumptions] [added: Company’s assessment of factors that would necessitate an update to a mine’s estimated reclamation cash flows,] and [added: when such an update occurs,] the [removed: underlying data] [added: methodology and the reclamation costs] used by the Company in its estimate. To assess the estimates of [added: certain] reclamation activities and [removed: cash flows,] [added: costs,] we evaluated significant changes from the prior estimate, verified [removed: consistency between timing of reclamation activities and projected mine life, compared anticipated costs across the Company’s mines, verified] cost rates against third-party information or internal cost records and recalculated management’s estimate. We [removed: also evaluated the significant assumptions included in the fair value calculation, specifically the market risk premium. We] involved our reclamation specialists to interview [added: certain] members of the Company’s engineering staff, assess the completeness of the mine reclamation estimates with respect to meeting mine closure and post closure requirements, and evaluate the reasonableness of the [removed: engineering estimates and assumptions.] [added: cost of future reclamation activities.] | | |

We have audited the consolidated balance sheets of Nevada Gold Mines LLC and its subsidiaries (the Joint Venture) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations and comprehensive income, of changes in members’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the consolidated financial statements) (not presented herein).

We determined there are no critical audit matters.

February 19, 2026

| | | | 381 | | | | | | 50 | | | | | | (331) | | |

| Continuing operations | | | $ | 6.39 | | | | | $ | 2.86 | | | | | $ | (3.00) | |

| Discontinued operations | | | — | | | | | | 0.06 | | | | | | 0.03 | | |

| | | | $ | 6.39 | | | | | $ | 2.92 | | | | | $ | (2.97) | |

| Other receivables | | | 678 | | | | | | 496 | | |

| Other current liabilities ($339 valued under fair value option at December 31, 2025) (Note 22) | | | 2,692 | | | | | | 2,481 | | |

(dollars in millions)

| Depreciation and amortization | | | 2,521 | | | | | | 2,576 | | | | | | 2,108 | | |

| Impairment charges | | | 842 | | | | | | 78 | | | | | | 1,891 | | |

| (Gain) loss on sale of assets held for sale | | | (1,066) | | | | | | 1,114 | | | | | | — | | |

(dollars in millions)

| Distributions declared to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (217) | | | | | | (217) | | | | | | | | |

| Repurchase and retirement of common stock (2)(3) | | | (39) | | | | | | (63) | | | | | | — | | | | | | — | | | | | | (1,037) | | | | | | — | | | | | | (1,226) | | | | | | — | | | | | | (2,326) | | | | | | | | |

| Stock-based awards and related share issuances | | | 1 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 76 | | | | | | — | | | | | | — | | | | | | — | | | | | | 79 | | | | | | | | |

| Balance at December 31, 2025 | | | 1,096 | | | | | | $ | 1,753 | | | | | (7) | | | | | | $ | (301) | | | | | $ | 28,847 | | | | | $ | 137 | | | | | $ | 3,431 | | | | | $ | 175 | | | | | $ | 34,042 | | | | | | | |

(2)As of December 31, 2025, the Company has accrued for excise tax on share repurchases of $23, included in *Other non-current liabilities*.

(3)An additional $75 of common stock was repurchased and retired subsequent to December 31, 2025 through the date of filing.

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.

Following this sale, the Company no longer has discontinued operations activity.

*tax assets;* and *Goodwill* are particularly sensitive to the outlook for commodity prices.

The Company had previously extended the timeline of a full-funds decision for its Yanacocha Sulfides development project.

During the year, the Company reassessed its strategy in Peru and is progressing mine closure activities while prioritizing other future development opportunities at Yanacocha ahead of any future re-evaluation of the Yanacocha Sulfides project, resulting in an indefinite deferral of the future development of this project and the impairment of the balances included in assets under construction and deferred mine development for the project.

The Company continues to hold the Conga project in Peru.

While the Company continues to evaluate its strategy and global project pipeline potential, particularly in Peru, the Company does not currently anticipate developing Conga in the next ten years, while it remains a part of its long-term development project pipeline; consistent with prior years, the Conga project remained temporarily idled in care and maintenance during 2025.

The Cerro Negro mine is a USD functional currency entity with the majority of the activity historically having been denominated in USD.

The

Production stage mineral interests represent interests in operating properties that contain proven and probable reserves and

item as the earnings effect of the hedged item, unless the underlying hedge transaction becomes probable of not occurring, at which time related amounts in *Accumulated other comprehensive income (loss)* are reclassified to earnings immediately.

Indemnification Liabilities

The Company has provided certain indemnifications in connection with divestitures.

The indemnifications contingently require the Company, as guarantor, to make payments to the guaranteed party and are initially measured at the greater of fair value or the contingent liability amount to be recognized in accordance with ASC 450 and are included in *Other non-current liabilities*.

For indemnifications provided in sales agreements, a portion of the sale proceeds is allocated to the guarantee, which adjusts the gain or loss that would otherwise result from the transaction.

The subsequent accounting for the liability depends on the nature of the underlying guarantee.

Indemnification liabilities are reduced as the Company is released from risk under the guarantee.

The recognition and measurement provisions of ASC 450 continue to apply to the contingent loss portion of the guarantee unless the guarantee is accounted for as a derivative.

| | | | | | |

February 20, 2025

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in note 2 to the Joint Venture's consolidated financial statements, the Joint Venture’s goodwill balance was $668 million (at a 100 percent economic interest) as of December 31, 2024.

Goodwill is allocated to reporting units and assessed for impairment annually, in the fourth quarter of the fiscal year, and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value.

The Joint Venture has four reporting units.

The Joint Venture's management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (qualitative goodwill impairment assessment).

If it is determined that the fair value is more likely than not to be lower than the carrying value, a quantitative goodwill impairment test is performed.

Management uses judgment in assessing the qualitative factors in the qualitative goodwill impairment assessment for each reporting unit, including significant adverse changes to future gold prices, future operating and capital costs, future production levels and mineral reserves and mineral resources.

Management uses future production levels and mineral reserves and mineral resources based on information compiled by qualified persons (management’s specialists).

The principal considerations for our determination that performing procedures relating to the qualitative goodwill impairment assessment is a critical audit matter are the judgment by management in assessing the qualitative factors in the qualitative goodwill impairment assessment for each reporting unit to determine whether further quantitative impairment testing is required, and a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's assessment of qualitative factors in the qualitative goodwill impairment assessment for each reporting unit with respect to significant adverse changes to future gold prices, future operating and capital costs, future production levels and mineral reserves and mineral resources.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s qualitative goodwill impairment assessment.

These procedures also included, among others, evaluating the reasonableness of management's qualitative goodwill impairment assessment for each reporting unit with respect to significant adverse changes to future gold prices and future operating and capital costs by (i) comparing gold prices to external industry data; (ii) comparing operating and capital costs to recent actual operating and capital costs incurred; and (iii) considering consistency with evidence obtained in other areas of the audit.

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of future production levels and mineral reserves and mineral resources.

As a basis for using this work, the management's specialists' qualifications were understood and the Joint Venture’s relationship with management’s specialists was assessed.

The procedures performed also included evaluation of the methods and assumptions used by management’s specialists, tests of the data used by management’s specialists, and an evaluation of management's specialists' findings.

NEWMONT CORPORATION

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 50 | | | | | | (331) | | | | | | (254) | | |

____________________________

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Derivative assets (Note 14) | | | 142 | | | | | | 444 | | |

| Other current liabilities (Note 22) | | | 2,481 | | | | | | 2,362 | | |

| Net change in operating assets and liabilities (Note 24) | | | (1,025) | | | | | | (513) | | | | | | (841) | | |

| Acquisition of noncontrolling interests (Note 1) | | | — | | | | | | — | | | | | | (348) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | 797 | | | | | | $ | 1,276 | | | | | (5) | | | | | | $ | (200) | | | | | $ | 17,981 | | | | | $ | (133) | | | | | $ | 3,098 | | | | | $ | (209) | | | | | $ | 21,813 | | | | | $ | 48 | |

| Acquisition of non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (699) | | | | | | — | | | | | | — | | | | | | 399 | | | | | | (300) | | | | | | — | | |

| Reclassification of contingently redeemable non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (48) | | |

| Stock options exercised | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | — | | |

(2)Sumitomo held a 5% interest in Yanacocha at December 31, 2021 and had the option to require Yanacocha to repurchase their interest for $48 if certain conditions were not met.

The Company purchased Sumitomo's 5% interest during 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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, based on progress made through the Company's active sales program and management’s expectation that the sale is probable and will be completed within 12 months.

The Company entered into definitive agreements in the second half of 2024 to sell the Telfer, Akyem, Musselwhite, Éléonore, and CC&V reportable segments, of which Telfer closed in 2024.

Additionally, in January 2025 the Company entered into a definitive agreement to sell the Porcupine reportable segment.

Merian

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, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] the Company’s disclosure controls and procedures are effective to ensure [removed: that] information required to be disclosed by the Company in reports [removed: that] 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.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2024.][added: 2025.]

Based upon its assessment, management concluded that, at December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] as management does not have the ability to dictate, modify or assess the controls at NGM.

NGM represented 13% of the Company’s consolidated *Total assets* at December 31, [removed: 2024,] [added: 2025,] while its *Sales* comprised [removed: 13%] [added: 16%] of the Company’s consolidated sales and its *Net income attributable to Newmont stockholders* comprised [removed: 20%] [added: 22%] of the Company's net income for the year ended December 31, [removed: 2024.][added: 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, [removed: 2024.][added: 2025.]

The report, which expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] is included in this Item under the heading "Report of Independent Registered Public Accounting [removed: Firm.][added: Firm."]

Subject to the above, there were no changes in the Company’s internal control over financial reporting that occurred during the [removed: quarter] [added: three months] ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We have audited Newmont Corporation’s [removed: (the Company)] internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [added: Newmont Corporation (the Company),] based on our audit and the report of PricewaterhouseCoopers LLP, [removed: the Company] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and sales constituting [removed: 13%] [added: 16%] of consolidated sales for the year ended December 31, [removed: 2024.][added: 2025.]

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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] the related notes and financial statement schedule in Item [removed: 15(a)(2),] [added: 15,] and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon, based on our audit and the report of PricewaterhouseCoopers LLP.

We believe that our audit and the report [added: of] PricewaterhouseCoopers LLP provide a reasonable basis for our opinion.

February 19, 2026

February 20, 2025

[removed: (b) Rule] [added: 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 [added: and incorporated by reference] as Exhibit 19 to this annual report.

In accordance with Rule 10b5-1 and the Company’s [removed: insider] [added: stock] trading [removed: policy,] [added: 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”).

During the three months ended December 31, [removed: 2024,] [added: 2025,] the following directors and executive officers adopted [removed: or terminated] Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):

[removed: Mr. Palmer’s Rule] [added: On October 30, 2025, Tom Palmer, Chief Executive Officer and Director, adopted a] 10b5-1 Trading Plan [removed: was adopted on March 28, 2024, had] [added: with] a term of [removed: 11] [added: 12] months, and provided for the sale of up to [removed: 104,000] [added: 240,000] shares of common stock pursuant to the terms of the plan.