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 June 30, 2025.

Item 5.02. Compensatory Arrangements of Certain Officers.

On Form 8-K, filed on July 14, 2025, with the U.S. Securities and Exchange Commission, the Company previously announced the appointment of Mr. Peter Wexler to interim Chief Financial Officer (principal financial officer), effective July 11, 2025. In connection with such interim appointment, a restricted stock unit grant will be awarded on July 28, 2025 with a target value of $1,000,000 under Newmont Corporation’s 2020 Stock Incentive Compensation Plan, which will vest ratably over a three-year period, with one-third vesting on each of July 28, 2026, July 28, 2027, and July 28, 2028. The number of RSUs will be determined based on the fair market value of Newmont stock on the grant date. All other components of Mr. Wexler’s compensation remain unchanged. As previously disclosed, Mr. Wexler will also continue to act as Chief Legal Officer, and his compensation will continue to be consistent with the Company’s disclosed compensation programs at the L6 level as disclosed in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 14, 2025. There are no other arrangements or understandings related to his appointment to this interim role between Mr. Wexler and any other persons. Mr. Wexler does not have a family relationship with any member of the Board of Directors or any executive officer of the Company, and Mr. Wexler has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.