Newmont 10-Q 2023-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2023

or

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

For the transition period from__________to__________

Commission File Number: 001-31240

NEWMONT CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

There were 794,800,193 shares of common stock outstanding on October 19, 2023.

TABLE OF CONTENTS

GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS

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

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

NEWMONT CORPORATION

THIRD QUARTER 2023 RESULTS AND HIGHLIGHTS

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

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(1)On June 7, 2023, the National Union of Mine and Metal Workers of the Mexican Republic (the "Union") notified the Company of a strike action related to the Company's Peñasquito operations. In response to the strike notice, the Company suspended operations at Peñasquito, resulting in no production during the third quarter of 2023. Sales activity recognized in the third quarter of 2023 is related to adjustments on provisionally priced concentrate sales subject to final settlement.

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

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

NEWMONT CORPORATION

THIRD QUARTER 2023 RESULTS AND HIGHLIGHTS

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

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(1)Attributable gold ounces produced includes 52 and 81 thousand ounces for the three months ended September 30, 2023 and 2022, respectively, and 163 and 220 thousand ounces for the nine months ended September 30, 2023 and 2022, respectively, related to the Pueblo Viejo mine, which is 40% owned by Newmont and accounted for as an equity method investment.

(2)Attributable gold ounces sold excludes ounces related to the Pueblo Viejo mine, which is 40% owned by Newmont and accounted for as an equity method investment.

(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. In 2023, the Company updated the metal prices utilized for this calculation to align with reserve metal price assumptions; this resulted in fewer calculated gold equivalent ounces - other metals produced and sold of 5 thousand ounces and 5 thousand ounces, respectively, for the three months ended September 30, 2023, and 108 thousand ounces and 100 thousand ounces, respectively, for the nine months ended September 30, 2023, than would have been calculated based on the pricing used in 2022 for this calculation. Refer to Results of Consolidated Operations within Part I, Item 2, Management's Discussion and Analysis for further information.

(4)On June 7, 2023, the Company suspended its operations at Peñasquito due to the Union strike. As a result of the suspended operations, no production occurred during the third quarter of 2023. Sales activity recognized in the third quarter of 2023 is related to adjustments on provisionally priced concentrate sales subject to final settlement. Consequently, price per ounce/pound metrics are not meaningful ("N.M.").

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

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

Third Quarter 2023 Highlights (dollars in millions, except per share, per ounce and per pound amounts)

• Newcrest acquisition:** On May 14, 2023 (May 15, 2023 Australian Eastern Daylight Time), the Company and Newmont Overseas Holding Pty Ltd, an Australian proprietary company listed by shares and an indirect wholly owned subsidiary of Newmont ("Newmont Sub"), entered into a binding Scheme Implementation Deed (as amended from time to time, the “Transaction Agreement”) with Newcrest Mining Limited ("Newcrest") to acquire all of the issued and outstanding ordinary shares of Newcrest in a stock transaction, by way of an Australian court-approved Scheme of Arrangement (the “Scheme”, and such acquisition, the “Newcrest Transaction”). Under the terms of the Transaction Agreement, Newcrest shareholders will receive 0.400 of a share of Newmont’s common stock (or 0.400 CHESS Depository Interests or 0.400 PETS depository interests, in each case, each one representing a unit of beneficial ownership in Newmont common stock) for each Newcrest common share and a special dividend of $1.10 per share, to be paid by Newcrest prior to the implementation of the Newcrest Transaction. On October 11, 2023 and October 12, 2023 (October 13, 2023 Australian Eastern Daylight Time), the Newmont and Newcrest shareholders approved the Newcrest Transaction, respectively, which was then subsequently approved by the Australian court on October 16, 2023 (October 17, 2023 Australian Eastern Daylight Time). As previously announced, the transaction has received all of the government and regulatory approvals necessary for the transaction to proceed and is expected to be implemented in November 2023.

• Net income:** Reported Net income (loss) from continuing operations attributable to Newmont stockholders of $157 or $0.20 per diluted share, a decrease of $61 from the prior-year quarter primarily due to a decrease in Sales at Peñasquito as a result of the work stoppage due to a labor strike that began in June 2023, resulting in no sales at Peñasquito in the third quarter of 2023. The decrease is also the result of higher Reclamation and Remediation, partially offset by higher average realized prices for gold and copper and lower Costs applicable to sales.

• Adjusted net income:** Reported Adjusted net income of $286 or $0.36 per diluted share, an increase of $0.09 per diluted share from the prior-year quarter (see Non-GAAP Financial Measures within Part I, Item 2, MD&A).

• Adjusted EBITDA:** Reported $933 in Adjusted EBITDA, an increase of 10% from the prior-year quarter (see Non-GAAP Financial Measures within Part I, Item 2, MD&A).

• Cash flow:** Reported Net cash provided by (used in) operating activities of continuing operations of $2,138, a decrease of 2% from the prior year, and free cash flow of $392 (see Non-GAAP Financial Measures within Part I, Item 2, MD&A).

• Portfolio updates:** Declared commercial production at San Marcos, the first of six ore bodies in the Cerro Negro District Expansion 1 project.

• Attributable gold production:** Produced 1.3 million attributable ounces of gold and 58 thousand attributable gold equivalent ounces from co-products.

• Financial strength:** Ended the quarter with $3.2 billion of consolidated cash and $6.2 billion of total liquidity; declared a dividend of $0.40 per share in October 2023.

PART I—FINANCIAL INFORMATION

NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions except per share)

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

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

NEWMONT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

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Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the USD; inflation, deflation, or other general price instability; and global mine production levels. Changes in the market price of copper, silver, lead and zinc also affect our profitability and cash flow. These metals are traded on established international exchanges and prices generally reflect market supply and demand but can also be influenced by speculative trading in the commodity or by currency exchange rates.

Decreases in the market price of metals can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of

long-lived assets and goodwill. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 for information regarding the sensitivity of our impairment analyses over long-lived assets and goodwill to changes in metal price.

Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates.

The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at September 30, 2023 included production cost and capitalized expenditure assumptions unique to each operation and short-term and long-term assumptions as follows:

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

Interest Rate Risk

We are subject to interest rate risk related to the fair value of our senior notes which consist of fixed rates. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. The terms of our fixed rate debt obligations do not generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have significant exposure to interest rate risk for our fixed rate debt; however, we do have exposure to fair value risk if we repurchase or exchange long-term debt prior to maturity which could be material. See Note 9 to our Condensed Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.

Foreign Currency

In addition to our operations in the U.S., we have significant operations and/or assets in Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana. All of our operations sell their gold, copper, silver, lead and zinc production based on USD metal prices. Foreign currency exchange rates can fluctuate widely due to numerous factors, such as supply and demand for foreign and U.S. currencies and U.S. and foreign country economic conditions. Fluctuations in the local currency exchange rates in relation to the USD can increase or decrease profit margins, capital expenditures, cash flow and Costs applicable to sales per ounce/ pound 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 per ounce arising from a hypothetical 10% adverse movement to local currency exchange rates at September 30, 2023 in relation to the U.S. dollar at our foreign mining operations. The sensitivity analyses indicated that a hypothetical 10% adverse movement would result in an approximate $60 increase to Costs applicable to sales per ounce at September 30, 2023.

Hedging

In May 2023, the Company entered into C$348 of CAD-denominated and A$648 of AUD-denominated fixed forward contracts to mitigate variability in the USD functional cash flows related to the CAD-denominated and AUD-denominated operating expenditures expected to be incurred in 2023 included in the Company's operations located in Canada and Australia, respectively. The Company has designated the fixed forward contracts as foreign currency cash flow hedges against the forecasted CAD-denominated and AUD-denominated operating expenditures.

In October 2022, the Company entered into A$574 of AUD-denominated fixed forward contracts to mitigate variability in the USD functional cash flows related to the AUD-denominated capital expenditures expected to be incurred in 2023 and 2024 during the construction and development phase of the Tanami Expansion 2 project. The Company has designated the forward contracts as foreign currency cash flow hedges against the forecasted AUD-denominated Tanami Expansion 2 capital expenditures.

By using hedges, we are affected by market risk, credit risk, and market liquidity risk. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this potential risk to our financial condition by establishing trading agreements with counterparties under which we are not required to post any collateral or be subject to any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative. We have performed a sensitivity analysis as of September 30, 2023, using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the AUD and CAD foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant. The analysis covered all of our AUD and CAD-denominated fixed forward contracts. The foreign currency exchange rates we used in performing the sensitivity analysis were based on AUD and CAD market rates in effect at September 30, 2023. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in an approximate decrease in the fair value of the hedging derivative instruments of $47 at September 30, 2023.

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

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

Commodity Price Exposure

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

We perform an analysis on the provisional concentrate sales to determine the potential impact to Net income (loss) attributable to Newmont stockholders for each 10% change to the average price on the provisional concentrate sales subject to final pricing over the next several months. Refer below for our analysis as of September 30, 2023.

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

(2)The closing settlement price as of September 30, 2023 is determined utilizing the London Metal Exchange for copper, lead and zinc and the London Bullion Market Association for gold and silver.

ITEM 4. CONTROLS AND PROCEDURES.

During the fiscal period covered by this report, 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 Exchange Act, as amended). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports 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.

There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 18 of the Condensed Consolidated Financial Statements contained in this report and is incorporated herein by reference.

There were no material changes from the risk factors set forth under Part I, Business; Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 23, 2023, and Part II, Other Information; Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, as filed with the SEC on July 20, 2023, except as set forth below.

Risks Relating to the Newcrest Transaction

As disclosed in this Form 10-Q, including in Part I, Item 1 “Financial statements—Note 1 Basis of Presentation” and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview,” on May 14, 2023, the Company entered into a Scheme Implementation Deed (as amended by a letter deed dated, September 4, 2023 the “Transaction Agreement”) to acquire all issued and outstanding ordinary shares of Newcrest in a stock transaction pursuant to a court-approved Scheme of Arrangement between Newcrest and its shareholders (the “Scheme”, and such acquisition, the “Newcrest Transaction”). There can be no assurance that the Newcrest Transaction will be completed as expected, in a timely manner or at all. The Newcrest Transaction could subject us to significant risks, including those described below.

The Transaction Agreement may be terminated in certain circumstances and we may be required to pay a reverse break fee.

Each of Newmont and Newcrest has the right to terminate the Transaction Agreement in certain circumstances. For instance, either party may terminate the Transaction Agreement if the Scheme has not become effective by 11:59 p.m. (Melbourne, Australia time) on February 15, 2024 (the “End Date”). Failure to implement the Newcrest Transaction could negatively impact the trading price of our common stock or otherwise adversely affect Newmont’s business.

In addition, if, during the Exclusivity Period, (i) Newcrest validly terminates the Transaction Agreement for a material breach of certain terms of the Transaction Agreement by us, (ii) a Newmont Competing Proposal is announced and, within 18 months of announcement, such Newmont Competing Proposal is completed or (iii) Newmont or Newmont Sub fails to pay or procure the payment of the Scheme Consideration in accordance with the Transaction Agreement, we will be required to pay a reverse break fee of approximately $375 million to Newcrest. If the Transaction Agreement is validly terminated by Newmont or Newcrest for a failure to obtain Newmont stockholder approval of the share issuance proposal, we will be required to pay a reverse break fee equal to the aggregate of all third-party costs and expenses actually incurred by the Newcrest Group during the period commencing on January 14, 2023 and ending on the date of the special meeting of Newmont stockholders at which the share issuance proposal is voted. If a reverse break fee is ultimately required to be paid by Newmont, the payment of such fee will have an adverse impact on our financial results.

We will incur significant transaction and transaction-related costs in connection with the Newcrest Transaction.

We and Newcrest have incurred and expect to incur additional significant costs associated with the Newcrest Transaction and combining the businesses of the two companies. Our fees and expenses related to the Newcrest Transaction include financial advisor fees, filing fees, taxes, legal and accounting fees, soliciting fees and regulatory fees. Some of these fees will be paid regardless of whether the Newcrest Transaction is implemented. The combined company will incur costs associated with combining the two companies. However, it is difficult to predict the amount of these costs before the integration process begins. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from efforts to integrate the companies. Such costs may be significant and could have an adverse effect on our future results of operations, cash flows and financial condition.

The issuance of a significant number of shares of Newmont common stock in connection with the Newcrest Transaction and a resulting “market overhang” could adversely affect the market price of shares of our common stock after implementation of the Newcrest Transaction.

On implementation of the Newcrest Transaction, a significant number of additional shares of our common stock will be issued and available for trading in the public market. The increase in the number of shares of our common stock may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, shares of our common stock (and New Newmont CDIs and New Newmont PDIs).

In addition, if the Newcrest Transaction is not implemented, the market price of our common stock could decline to the extent that it reflects an assumption that the Newcrest Transaction will be implemented or is material to our business strategy.

We do not currently control Newcrest and its subsidiaries.

We will not control Newcrest and its subsidiaries until implementation of the Newcrest Transaction and the business and results of operations of the combined company may be adversely affected by events that are outside of the combined company’s control during the intervening period. The performance of Newcrest may be influenced by, among other factors, economic downturns, changes in commodity prices, political instability in the countries in which Newcrest operates, changes in applicable laws, expropriation, increased environmental regulation, volatility in the financial markets, unfavorable regulatory decisions, litigation, regulatory action, rising costs, civil and labor unrest, disagreements with joint venture partners, delays in ongoing exploration and development projects and other factors beyond the combined company’s control. See “— Risks Relating to Newcrest” below. As a result of any one or more of these factors, among others, the operations and financial performance of Newcrest may be negatively affected, which may adversely affect the future financial results of the combined company.

Newcrest and Newmont have in the past been, and may in the future be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the Newcrest Transaction.

Newcrest and Newmont may be the target of securities class actions and derivative lawsuits related to the Newcrest Transaction, which could result in substantial costs and may delay or prevent implementation of the Newcrest Transaction. Securities class action lawsuits and derivative lawsuits may be brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Newmont or Newcrest seeking to restrain the Newcrest Transaction or seeking monetary compensation or other remedies. For example, in connection with the Transaction, two complaints were filed against Newmont and the individual members of Newmont’s board of directors generally alleging that the proxy statement that was filed in connection with the Transaction misrepresented and/or omitted certain allegedly material information concerning the Transaction. In exchange for Newmont filing supplemental disclosure to the proxy statement, the plaintiffs in these actions agreed that their claims are now moot and that they would voluntarily discontinue their actions. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting implementation of the Newcrest Transaction, then that injunction may delay or prevent implementation.

In addition, political an

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(1)The total number of shares purchased (and the average price paid per share) reflects shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

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

The health and safety of our people and our host communities is paramount. This is why Newmont continues to sustain robust controls at our operations and offices globally.

The operation of our U.S. based mine is 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”). 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 has also increased in recent years.

Newmont is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Quarterly Report. It is noted that the Nevada mines owned by Nevada Gold Mines LLC, a joint venture between the Company (38.5%) and Barrick Gold Corporation (“Barrick”) (61.5%), are not included in the Company’s Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

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. No Rule 10b5-1 trading plans were adopted, amended, or terminated by our directors and executive officers during the three months ended September 30, 2023.

Appointment of Directors

As previously disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 5, 2023, the Company agreed to invite two of Newcrest’s current directors to join the Newmont Board of Directors (the “Board”), on or before the implementation of the Newcrest Transaction, conditional on the Newcrest Transaction becoming effective, as a term of the Transaction Agreement.

In connection therewith, on October 25, 2023, the Board approved the increase of the size of the Board from 12 to 14 members and appointed Mr. Philip Aiken AM and Ms. Sally-Anne Layman to serve on the Board as independent directors, in each case effective and conditioned upon the implementation of the Newcrest Transaction, which is expected to occur on November 6, 2023.

Philip Aiken AM, 74, served on the Board of Directors of Newcrest since April 2013, where he was the Chair of the Human Resources and Remuneration Committee and a member of the Safety and Sustainability Committee and the Nominations Committee. Mr. Aiken has extensive Australian and international business experience, including the engineering and resources sectors, having formerly served as Group President Energy BHP Billiton, President BHP Petroleum, Managing Director BOC/CIG, Chief Executive of BTR Nylex, Senior Advisor Macquarie Bank (Europe) and in various other leadership positions. He is member of the Board of Directors of New Energy One Acquisition Corporation plc and BIAC (Business at OECD), and previously served as Chair of Aveva Group plc, Balfour Betty plc and a number of other companies.

Sally-Anne Layman, 50, served on the Board of Directors of Newcrest since October 2020, where she was a member of the Audit and Risk Committee and the Safety Sustainability Committee. Ms. Layman has extensive international experience in resources and corporate finance. She formerly served in a range of senior positions at Macquarie Group, including as Division Director and Joint Head of the Perth office of the Metals, Mining & Agriculture Division. Prior to that, Ms. Layman held various site-based mining and head office-based finance positions with resource companies including Mount Isa Mines, Great Central Mines, Normandy Yandal and Western

Metals. She is a member of the Board of Directors of Beach Energy Limited, Pilbara Minerals Limited and Imdex Limited and previously served on the boards of Perseus Mining Limited and Gascoyne Resources Limited.

Mr. Aiken is expected to serve on Newmont’s Leadership Development and Compensation Committee of the Board. Ms. Layman is expected to serve on Newmont’s Safety and Sustainability Committee of the Board. Pursuant to the terms of the Transaction Agreement, the Company will recommend such individuals for election at the Company’s 2024 Annual Meeting of Stockholders.

Other than the Transaction Agreement, there are no special arrangements or understandings between these new directors and any other persons pursuant to which any of the new directors was selected for election. There have been no transactions with related persons in which either Mr. Aiken or Ms. Layman had a direct or indirect interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with their appointments to the Board, each of Mr. Aiken and Ms. Layman will be granted a director stock award under the Company’s 2020 Stock Incentive Plan, representing a pro rata allocation based upon their respective appointment date of the annual director stock award and will receive compensation as non-employee directors in accordance with the Company's director compensation program as described in its 2023 Proxy Statement, dated March 9, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.