Newmont 10-Q 2026-06-30

Filed 2026-07-23. 8 sections, 429K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 June 30, 2026

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-Color-RGB.jpg

NEWMONT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware84-1611629
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6900 E Layton Ave
Denver, Colorado80237
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code (303) 863-7414

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

Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $1.60 per shareNEMNew York Stock Exchange

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.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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 1,053,692,271 shares of common stock outstanding on July 16, 2026.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATIONPage
GLOSSARY OF ABBREVIATIONS1
RESULTS AND HIGHLIGHTS2
ITEM 1.FINANCIAL STATEMENTS6
Condensed Consolidated Statements of Operations6
Condensed Consolidated Statements of Comprehensive Income (Loss)7
Condensed Consolidated Balance Sheets8
Condensed Consolidated Statements of Cash Flows9
Condensed Consolidated Statements of Changes in Equity10
Notes to the Condensed Consolidated Financial Statements12
Note 1 Basis of Presentation12
Note 2 Summary of Significant Accounting Policies12
Note 3 Divestitures13
Note 4 Segment Information14
Note 5 Sales19
Note 6 Reclamation and Remediation21
Note 7 Other Expense, Net22
Note 8 Other Income (Loss), Net22
Note 9 Income and Mining Taxes23
Note 10 Fair Value Accounting23
Note 11 Derivative Instruments25
Note 12 Investments27
Note 13 Inventories28
Note 14 Stockpiles and Ore on Leach Pads28
Note 15 Debt28
Note 16 Other Liabilities29
Note 17 Commitments and Contingencies29
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS35
Overview35
Consolidated Financial Results36
Results of Consolidated Operations41
Liquidity and Capital Resources48
Environmental53
Non-GAAP Financial Measures53
Accounting Developments62
Safe Harbor Statement62
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK64
ITEM 4.CONTROLS AND PROCEDURES66
PART II – OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS67
ITEM 1A.RISK FACTORS67
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS68
ITEM 3.DEFAULTS UPON SENIOR SECURITIES68
ITEM 4.MINE SAFETY DISCLOSURES68
ITEM 5.OTHER INFORMATION68
ITEM 6.EXHIBITS69
SIGNATURES70

GLOSSARY: UNITS OF MEASURE AND ABBREVIATIONS

UnitUnit of Measure
$United States Dollar
%Percent
A$Australian Dollar
C$Canadian Dollar
gramMetric Gram
ounceTroy Ounce
tonneMetric Ton
AbbreviationDescription
AISC (1)All-In Sustaining Costs
ARCAsset Retirement Cost
ASCFASB Accounting Standard Codification
ASUFASB Accounting Standard Update
AUDAustralian Dollar
CADCanadian Dollar
CASCosts Applicable to Sales
EBITDA (1)Earnings Before Interest, Taxes, Depreciation and Amortization
EPAU.S. Environmental Protection Agency
Exchange ActU.S. Securities Exchange Act of 1934
FASBFinancial Accounting Standards Board
GAAPU.S. Generally Accepted Accounting Principles
GEO (2)Gold Equivalent Ounces
IMFInternational Monetary Fund
INDECInstituto Nacional de Estadistica y Censos
LBMALondon Bullion Market Association
MD&AManagement’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations
MINAMMinistry of the Environment of Peru
Mine ActU.S. Federal Mine Safety and Health Act of 1977
MINEMMinistry of Energy and Mines of Peru
MXNMexican Peso
NPDESNational Pollutant Discharge Elimination System
NSRNet Smelter Return
PNGPapua New Guinea
SECU.S. Securities and Exchange Commission
Securities ActU.S. Securities Act of 1933, as amended
TARPTaxable Australian Real Property
TSFTailings Storage Facility
UOPUnits of Production
U.S.The United States of America
USDUnited States Dollar
WTPWater Treatment Plant

____________________________

(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

RESULTS AND HIGHLIGHTS

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Financial Results:
Sales$6,118$5,317$13,425$10,327
Gold$5,276$4,582$11,312$8,827
Copper$319$360$697$714
Silver$344$191$1,002$379
Lead$32$43$84$85
Zinc$147$141$330$322
Costs applicable to sales (1)$2,088$2,001$4,025$4,107
Gold$1,749$1,677$3,359$3,446
Copper$96$166$194$310
Silver$162$60$307$122
Lead$16$21$33$42
Zinc$65$77$132$187
Net income (loss)$2,251$2,075$5,579$3,977
Net income (loss) attributable to Newmont stockholders$2,202$2,061$5,464$3,952
Net income (loss) attributable to Newmont stockholders per common share, diluted:$2.06$1.85$5.07$3.53
Adjusted net income (loss) (2)$2,246$1,594$5,402$2,998
Adjusted net income (loss) per share, diluted (2)$2.10$1.43$5.01$2.68
Earnings before interest, taxes and depreciation and amortization (2)$3,638$3,803$8,892$6,946
Adjusted earnings before interest, taxes and depreciation and amortization (2)$3,757$2,997$8,911$5,626
Net cash provided by (used in) operating activities$6,709$4,415
Free cash flow (2)$5,349$2,915
Cash dividends paid per common share in the period ended June 30,$0.26$0.25$0.52$0.50
Cash dividends declared per common share for the period ended June 30,$0.26$0.25$0.52$0.50

____________________________

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

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

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Operating Results:
Consolidated gold ounces (thousands):
Produced1,1991,3902,4302,850
Sold1,1951,3802,4272,822
Attributable gold ounces (thousands):
Attributable to Newmont1,1811,3772,3902,822
Pueblo Viejo (40%)7463128112
Fruta del Norte (1)38387681
Produced1,2931,4782,5943,015
Sold (2)1,1771,3632,3882,793
Consolidated and attributable gold equivalent ounces - other metals (thousands):
Produced169392427740
Sold176361437729
Consolidated and attributable - other metals:
Produced copper:
Pounds (millions)3983106159
Tonnes (thousands)17364771
Sold copper:
Pounds (millions)4683113159
Tonnes (thousands)22375272
Produced silver (million ounces)781614
Sold silver (million ounces)671613
Produced lead:
Pounds (millions)395999108
Tonnes (thousands)18274549
Sold lead:
Pounds (millions)36509897
Tonnes (thousands)17234544
Produced zinc:
Pounds (millions)88147226278
Tonnes (thousands)4067102126
Sold zinc:
Pounds (millions)89124216285
Tonnes (thousands)405698129
Average realized price:
Gold (per ounce)$4,414$3,320$4,661$3,128
Copper (per pound)$6.82$4.37$6.15$4.51
Copper (per tonne)$15,035$9,628$13,562$9,928
Silver (per ounce)$53.49$29.50$61.51$29.80
Lead (per pound)$0.88$0.88$0.85$0.88
Lead (per tonne)$1,931$1,927$1,884$1,942
Zinc (per pound)$1.64$1.13$1.52$1.13
Zinc (per tonne)$3,607$2,497$3,359$2,489

NEWMONT CORPORATION

RESULTS AND HIGHLIGHTS

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Operating Results (continued):
Consolidated costs applicable to sales: (3)(4)
Gold (per ounce)$1,463$1,215$1,384$1,221
Gold equivalent ounces - other metals (per ounce)$1,925$899$1,522$907
Copper (per tonne)$4,503$4,422$3,780$4,307
Silver (per ounce)$25$9$19$10
Lead (per tonne)$1,022$933$749$965
Zinc (per tonne)$1,603$1,376$1,341$1,445
All-in sustaining costs: (5)
Gold (per ounce)$1,938$1,593$1,822$1,623
Gold equivalent ounces - other metals (per ounce)$2,660$1,203$2,107$1,239
Copper (per tonne)$7,584$6,068$5,958$6,042
Silver (per ounce)$31$12$24$12
Lead (per tonne)$1,269$1,146$950$1,165
Zinc (per tonne)$2,088$1,659$1,791$1,866

____________________________

(1)The Fruta del Norte mine is wholly owned and operated by Lundin Gold Inc. ("Lundin Gold"), in which Newmont holds a 32% interest, and is accounted for as an equity method investment on a quarter lag.

(2)Attributable gold ounces sold excludes ounces related to the Pueblo Viejo mine and the Fruta del Norte mine.

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

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

Second Quarter 2026 Highlights (dollars in millions, except per share, per ounce, per pound, and per tonne amounts, unless otherwise noted)

  • Net income:** Reported Net income (loss) attributable to Newmont stockholders of $2,202 or $2.06 per diluted share, an increase of $141 from the prior-year quarter primarily due to a net increase in Sales, largely reflecting higher average realized gold prices partially offset by lower sales volumes; partially offset by unrealized losses on marketable equity securities recognized in 2026, compared to unrealized gains in 2025, recognized within Other income (loss), net. Results for the current quarter were also affected by certain notable items impacting comparability to the prior-year quarter, including the contribution from Ahafo North following its achievement of commercial production in the fourth quarter of 2025 and designation as a reportable segment, completion of our divestment program in 2025, and the temporary suspension of operations at Cadia following seismic activity recorded near the operation on April 14, 2026.

  • Adjusted net income:** Reported Adjusted net income (loss) of $2,246 or $2.10 per diluted share, an increase of $0.67 per diluted share from the prior-year quarter (refer to Non-GAAP Financial Measures within Part I, Item 2, MD&A).

  • Adjusted EBITDA:** Reported $3,757 in Adjusted EBITDA, an increase of 25% from the prior-year quarter (refer to Non-GAAP Financial Measures within Part I, Item 2, MD&A).

  • Cash flow:** Reported Net cash provided by (used in) operating activities of $6,709 for the six months ended June 30, 2026, an increase of 52% from the prior year, and Free cash flow of $5,349 for the six months ended June 30, 2026 (refer to Non-GAAP Financial Measures within Part I, Item 2, MD&A).

  • Sustainability:** Published the Annual Sustainability Report, providing a transparent view of its safety and sustainability performance, and the Taxes and Royalties Contribution Report, providing an overview of the Company's tax strategy and economic contributions as part of its commitment to shared value creation.

  • Portfolio updates:** Received a 13% ownership interest in LunR Royalties Corp. with an initial fair value of $268 through a dividend-in-kind distribution from Lundin Gold.

  • Attributable production:** Produced 1.3 million attributable ounces of gold and 169 thousand attributable gold equivalent ounces from co-products (17 thousand tonnes of copper, 7 million ounces of silver, 18 thousand tonnes of lead, and 40 thousand tonnes of zinc).

  • Financial strength:** Ended the quarter with $9,009 of consolidated cash and $13,009 of total liquidity; repurchased $3,462 of common stock for the six months ended June 30, 2026. In July, settled an additional $606 of share repurchases and declared a dividend of $0.26 per share.

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, dollars in millions except per share)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Sales (Note 5)$6,118$5,317$13,425$10,327
Costs and expenses:
Costs applicable to sales (1)2,0882,0014,0254,107
Depreciation and amortization6046201,2361,213
Reclamation and remediation (Note 6)8183159176
Exploration6961120110
Advanced projects, research and development47409283
General and administrative7495153205
(Gain) loss on sale of assets held for sale (Note 3)(5)(699)(5)(975)
Other expense, net (Note 7)64488391
3,0222,2495,8635,010
Other income (expense):
Other income (loss), net (Note 8)(62)11594416
Interest expense, net of capitalized interest(35)(65)(74)(144)
(97)5020272
Income (loss) before income and mining tax and other items2,9993,1187,5825,589
Income and mining tax benefit (expense) (Note 9)(952)(1,092)(2,356)(1,739)
Equity income (loss) of affiliates (Note 12)20449353127
Net income (loss)2,2512,0755,5793,977
Net loss (income) attributable to noncontrolling interests (2)(49)(14)(115)(25)
Net income (loss) attributable to Newmont stockholders$2,202$2,061$5,464$3,952
Weighted average common shares:
Basic1,0651,1101,0751,118
Effect of employee stock-based awards2222
Diluted1,0671,1121,0771,120
Net income (loss) attributable to Newmont stockholders per common share:
Basic$2.07$1.86$5.08$3.53
Diluted$2.06$1.85$5.07$3.53

____________________________

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

(2)Relates to the Suriname Gold project C.V. (“Merian”) reportable segment.

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

NEWMONT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, dollars in millions)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income (loss)$2,251$2,075$5,579$3,977
Other comprehensive income (loss):
Change in cash flow hedges, net of tax(45)93(27)153
Other adjustments, net of tax3(10)4(14)
Other comprehensive income (loss)(42)83(23)139
Comprehensive income (loss)$2,209$2,158$5,556$4,116
Comprehensive income (loss) attributable to:
Newmont stockholders$2,160$2,144$5,441$4,091
Noncontrolling interests491411525
$2,209$2,158$5,556$4,116

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

NEWMONT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, dollars in millions)

At June 30, 2026At December 31, 2025
ASSETS
Cash and cash equivalents$9,009$7,647
Trade receivables (Note 5)6861,067
Investments (Note 12)—594
Inventories (Note 13)

Showing the first 8K of 367K characters. Open the full section

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.(dollars in millions, except per ounce and per pound amounts)

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. The Company does not currently hold instruments that are designated to hedge against the potential impacts due to market price changes in metals. Consideration of these impacts are discussed below.

Decreases in the market price of metals can 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 the carrying value of our 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, 2025, as filed with the SEC on February 19, 2026, for information regarding the sensitivity of our impairment analyses over long-lived assets and goodwill to changes in metal prices.

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 June 30, 2026 included production cost and capitalized expenditure assumptions unique to each operation, and the following short-term and long-term assumptions:

Short-TermLong-Term
Gold price (per ounce)$4,506$3,000
Copper price (per pound)$6.05$4.25
Silver price (per ounce)$73.15$40.00
Lead price (per pound)$0.89$0.90
Zinc price (per pound)$1.57$1.25
AUD to USD exchange rate$0.71$0.72
CAD to USD exchange rate$0.72$0.75
MXN to USD exchange rate$0.06$0.06

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.

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 to determine the potential impact of a 10% adverse change in the provisional pricing on concentrate sales subject to final pricing over the next several months on Net income (loss) attributable to Newmont stockholders. Refer below for our analysis as of June 30, 2026.

Provisionally Priced Sales Subject to Final Pricing (1)Average Provisional Price (per ounce/pound)Effect of 10% change in Average Price (millions)Market Closing Settlement Price (2) (per ounce/pound)
Gold (ounces, in thousands)97$4,039$27$4,026
Copper (pounds, in millions)50$6.07$21$6.05
Silver (ounces, in millions)5$59.62$19$58.80
Lead (pounds, in millions)39$0.84$2$0.84
Zinc (pounds, in millions)80$1.62$8$1.62

____________________________

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

(2)The closing settlement price as of June 30, 2026 is determined utilizing the London Metal Exchange for copper, lead, and zinc and the London Bullion Market Association for gold and silver.

Interest Rate Risk

We are subject to interest rate risk related to the fair value of our senior notes which is wholly comprised of fixed rates at June 30, 2026. 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 potentially material fair value risk if we repurchase or exchange long-term debt prior to maturity. Refer to Note 10 to the Condensed Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.

Foreign Currency Exchange Rates

The Company's global operations expose it to foreign currency exchange rates with the most significant being the Australian dollar. We have significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. 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. Our foreign operations sell their gold, copper, silver, lead, and zinc production based on USD metal prices. Therefore, fluctuations in foreign currency exchange rates do not have a material impact on our revenue. Despite selling gold and silver in London, we have no exposure to the euro or the British pound. 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 to the extent costs are paid in local currency at foreign operations.

For our foreign mining operations, we performed a sensitivity analysis to estimate the impact to Costs applicable to sales arising from a hypothetical 10% adverse movement of local currency exchange rates at June 30, 2026 in relation to the USD, with no mitigation assumed from our foreign currency cash flow hedges. The sensitivity analyses indicated that a hypothetical 10% adverse movement would result in an approximate $250 increase to Costs applicable to sales for the six months ended June 30, 2026.

Hyperinflationary Economies

Hyperinflationary economies are defined by the International Monetary Fund as economies in which the projected three-year cumulative inflation exceeds 100%. At June 30, 2026, Argentina was the only hyperinflationary economy in which the Company held operations.

Our Cerro Negro mine is located in Argentina and is a USD functional currency entity. Beginning in 2020, Argentina’s central bank enacted a number of foreign currency controls in an effort to stabilize the local currency, including requiring the Company to convert USD proceeds from metal sales to local currency within 60 days from shipment date or 20 business days from receipt of cash, whichever happens first, as well as restricting payments to foreign-related entities denominated in foreign currency, such as dividends or distributions to the parent and related companies and royalties and other payments to foreign beneficiaries. These restrictions directly impact Cerro Negro's ability to repay intercompany debt to the Company. In the third quarter of 2024, certain restrictions were lifted or modified, allowing companies to repay intercompany debt in certain circumstances.

In April 2025, the IMF Executive Board approved a 48-month, $20 billion extended arrangement under the Extended Fund Facility for Argentina. Within the program objectives, the IMF expressly mentions transitioning toward exchange rate flexibility, while gradually lifting foreign currency restrictions. The new exchange rate regime allows the Argentine peso to float within a moving band of 1,000 to 1,400 pesos per USD, expanding by 1% monthly at both limits. From January 1, 2026, the floating exchange rate regime between bands will remain in effect, and the monthly rate of adjustment of the upper and lower limits of the exchange rate band will be determined according to the latest monthly inflation data reported by INDEC. The central bank can intervene if the band is breached and may operate in secondary peso markets within the band. This managed float led to an immediate devaluation of the Argentine Peso. Further, a series of foreign currency restrictions have been lifted, including allowing companies to transfer to their foreign shareholders profits and dividends corresponding to fiscal years that began on or after January 1, 2025, provided applicable requirements are met. We continue to monitor the foreign currency exposure risk and the evolution of currency controls, which are currently not expected to have a material impact on our financial statements.

As a result of Argentine foreign exchange controls, entities may access USD through a legal market mechanism commonly referred to as the Blue Chip Swap ("BCS"). In a BCS transaction, an entity purchases USD-denominated securities using Argentine pesos and subsequently sells those securities for USD, either in Argentina or outside Argentina following the transfer of the securities abroad. The resulting implicit exchange rate, referred to as the Blue Chip Swap rate, may differ significantly from Argentina's official exchange rate. In July 2026, the Company began entering into BCS transactions. Foreign currency exchange losses, if any, will be recognized in Other income (loss), net.

Hedging

The Company's hedging instruments consisted of the Cadia Power Purchase Agreement ("Cadia PPA") and foreign currency cash flow hedges at June 30, 2026, which were transacted for risk management purposes. The Cadia PPA mitigates the variability in

future cash flows related to a portion of power purchases at the Cadia mine and the foreign currency cash flow hedges were entered into to mitigate variability in the USD functional cash flows related to the AUD- and CAD-denominated operating expenditures and AUD-denominated capital expenditures. By using hedges, we are affected by market risk, credit risk, and market liquidity risk. Refer to Note 11 to the Condensed Consolidated Financial Statements for further information on our hedging instruments.

Market Risk

Market risk is the risk that the fair value of a derivative might be adversely affected by a change in commodity prices or 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 sensitivity analyses as of June 30, 2026 regarding the Cadia PPA and foreign currency cash flow hedges. For the Cadia PPA, we utilized a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the forward electricity rates relative to current rates, with all other variables held constant. For the foreign currency cash flow hedges, we utilized 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 foreign currency exchange rates we used in performing the sensitivity analysis were based on AUD and CAD market rates in effect at June 30, 2026.

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 $35 and $95 at June 30, 2026, respectively.

Credit Risk

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

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.

Item 4. CONTROLS AND PROCEDURES.

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 June 30, 2026, 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 June 30, 2026, the Company’s disclosure controls and procedures are effective to ensure information required to be disclosed by the Company in reports 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.

Subject to the above, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 17 to the Condensed Consolidated Financial Statements contained in this report and is incorporated herein by reference.

Item 1A. RISK FACTORS.

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, 2025, as filed with the SEC on February 19, 2026, and under Part II, Other Information; Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, as filed with the SEC on April 23, 2026, other than as set forth below.

The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the period ended March 31, 2026 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

Our operations and projects at Ahafo South and Ahafo North in Ghana are subject to political, economic, regulatory and other risks.

Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana's Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana. The tenure of the Revised Investment Agreement is linked to the mining leases, which are set to expire in 2031. The financial and tax stability periods established by such agreement expired on December 31, 2025, resulting in the loss of certain tax advantages and tax protections. Following the expiration of these protections, our Ghanaian operations are increasingly exposed to changes in applicable tax, royalty, fiscal, regulatory and other governmental requirements. Upcoming regulatory changes in the mining law, royalties and local content requirements may create additional exposures for the future.

Following volatile socioeconomic conditions in recent years, the Government of Ghana continues to be under pressure for more revenue generation, keeping in place levies such as the Growth and Sustainability Levy, introduced in 2023 and amended in 2026, and VAT on electricity. The Government of Ghana has also implemented and proposed a number of measures that could materially affect mining companies operating in the country. These include a recently adopted sliding-scale mineral royalty framework under which royalty rates will increase from the historical 5% rate to as high as 12%, depending on prevailing gold prices, and proposed amendments to Ghana's Minerals and Mining Act that would shorten the duration of new mining leases and lease renewals, modify exploration licensing requirements, require direct community development agreements with host communities, enhance local participation requirements, create additional local oversight mechanisms in the licensing process, and potentially reduce or eliminate certain fiscal stability protections available to mining companies. Although the timing, scope, implementation and ultimate form of these measures remain uncertain, their adoption could increase operating costs, capital requirements and regulatory burdens, reduce investment certainty, shorten mine planning horizons, adversely affect future lease renewals and otherwise negatively impact the economics of our Ghana operations.

The Government has also continued efforts to increase oversight and control of gold marketing and export activities, including through the establishment of the Ghana Gold Board ("GoldBod"). While GoldBod is principally focused on artisanal and small-scale mining production, evolving regulations, administrative requirements, export controls, foreign exchange rules, local banking requirements and other regulatory actions may affect gold sales (including requirements to sell up to 30% of gold production from our operations in Ghana to the GoldBod in exchange for Ghanaian cedis), exports, transportation logistics, working capital requirements and the timing of revenue recognition. For additional information refer to the risk factor under the heading “Increased exposure to foreign exchange fluctuations and capital controls may adversely affect Newmont’s costs, earnings and the value of some of our assets” included in Part I, Business; Item 1A, Risk Factors, in the Company's Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 19, 2026. In July 2026, a shipment of doré produced from our Ghana operations was prevented from leaving Ghana pending engagement with relevant regulatory authorities. Prolonged delays, restrictions or changes to export and sales arrangements could adversely affect revenue timing, cash flows, working capital requirements, contractual sales commitments and operating results. For additional information refer to the risk factor under the heading “Our operations and projects are subject to risks of doing business in multiple jurisdictions” included in Part I, Business; Item 1A, Risk Factors, in the Company's Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 19, 2026.

Other risks include impacts to supply chain, restrictions and local procurement requirements under local content regulations. In January 2025, the Minerals Commission published the sixth edition of the Local Procurement List, which includes a prohibition on mining by mining lease holders and requiring surface mining operations to be outsourced to companies with 100% Ghanaian stockholders and directors and underground operations to be outsourced to companies with 50% Ghanaian stockholders and directors. The Ghana Chamber of Mines, of which Newmont is a member, is reviewing the list and continues to engage the government to revise its position on this prohibition on owner mining. Additionally, there is a risk of increases in key commodity prices, more restrictive local banking, foreign exchange and cash management requirements, including requirements to maintain, repatriate or transact proceeds

through banks domiciled in Ghana, limitations on the availability or capacity of local banks to provide reclamation bonds or other financial assurances, requests for additional local employment, ownership or participation requirements, requests for contract renegotiation and increases in contract rates and other operating costs. The government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which the Company has tenure rights, but no active operations, impacting the Company's non-operational land positions. Economic setbacks, political developments, anti-mining sentiment, increasing expectations regarding local participation in the mining sector, and friction between mining operators and artisanal and small-scale miners may contribute to community unrest, encroachment, illegal mining activities, permitting delays, operational disruptions or other conflicts that could adversely affect our operations in Ghana.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. (in millions, except share and per share data)

(a)(b)(c)(d)
PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs (2)
April 1, 2026 through April 30, 20264,863,780$114.724,862,478$5,998
May 1, 2026 through May 31, 20264,429,863$111.504,411,884$5,506
June 1, 2026 through June 30, 20265,084,735$101.615,083,815$4,989

____________________________

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase programs 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 1,302 shares, 17,979 shares, and 920 shares for the fiscal months of April, May, and June 2026, respectively. Subsequent to the end of the covered period, the Company repurchased 6,472,040 additional shares at an average price of $93.94 per share pursuant to a Rule 10b5-1 plan for a total amount of $7,617 repurchased as of the date of filing under the stock repurchase programs described in (2) below.

(2)The Company completed its previously announced share repurchase program during the second quarter of 2026. In April 2026, the Board of Directors authorized an additional $6,000 stock repurchase program to repurchase shares of outstanding common stock. The program will be executed at the Company's discretion. The repurchase program has no expiration date, 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 amount. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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, which was filed as Exhibit 19 to the Company's annual report on Form 10-K for the year ended December 31, 2025. In accordance with Rule 10b5-1 and the Company’s stock trading 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. 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. During the three months ended June 30, 2026, no Section 16 directors adopted, amended, or terminated existing Rule 10b5-1 trading plans.

Item 6. EXHIBITS.

Exhibit NumberDescription
10.1 †*-2026 Form of Award Agreement used to grant restricted stock units to Section 16 officers, pursuant to Registrant's 2020 Stock Incentive Plan, filed herewith.
31.1*-Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*-Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*-Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*-Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**-XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**-Inline XBRL Taxonomy Extension Schema Document.
101.CAL**-Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**-Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**-Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**-Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104**-Cover Page Interactive Data File (embedded within the XBRL document contained in Exhibit 101)

____________________________

*Filed or furnished herewith.

**Submitted electronically herewith.

†Management contract or compensatory plan or arrangement.

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.

NEWMONT CORPORATION
(Registrant)
Date: July 23, 2026/s/ BRIAN C. TABOLT
Brian C. Tabolt
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
Date: July 23, 2026/s/ JOSHUA L. CAGE
Joshua L. Cage
Chief Accounting Officer and Controller
(Principal Accounting Officer)