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. 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.