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Item 5. OTHER INFORMATION.

4K characters. Original on sec.gov ·

Item 5. OTHER INFORMATION.

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. In accordance with Rule 10b5-1 and the Company’s insider trading policy, 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. Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements. The following table shows the Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b-1(c) adopted or terminated by our directors and executive officers during the three months ended June 30, 2023.

Name and PositionPlan Adoption/TerminationPlan Adoption DateDuration of Plan (Expiration Date)Number of Shares to be Purchased (Sold) under Plan
Rob Atkinson, Executive Vice President and Chief Operating OfficerAdoptionMay 30, 2023August 2, 2024(66,000)
Nancy Lipson, Executive Vice President and Chief Legal Officer (1)AdoptionMay 19, 2023March 4, 2024(25,553)
Mark Ebel, Interim Chief Legal Officer (1)AdoptionMay 23, 2023March 6, 2024(8,663)

(1)Ms. Lipson departed the Company as of June 30, 2023 and is no longer a Section 16 officer of Newmont, and Mr. Ebel assumed the role of interim Chief Legal Officer at such time. Mr. Ebel was not a Section 16 officer at the time of execution of the listed 10b5-1 plan.

Transactions under Section 16 officer trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law. No non-Rule 10b5-1 trading arrangements (as defined by Item 408(a) of Regulation S-K) were entered into by Section 16 director or officer of the Company during the covered period.

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