NEM 10-K & 10-Q changes, risk factors and insider trading

Average gold prices for 20242025 were $2,386$3,432 per ounce (2024: $2,386; 2023: $1,941; 2022: $1,800), average copper prices for 20242025 were $4.15$4.51 per pound (2024: $4.15; 2023: $3.85; 2022: $3.99), average silver prices for 20242025 were $28.27$40.03 per ounce (2024: $28.27; 2023: $23.35; 2022: $21.73), average lead prices for 20242025 were $0.94$0.89 per pound (2024: $0.94; 2023: $0.97; 2022: $0.98), and average zinc prices for 20242025 were $1.26$1.30 per pound (2024: $1.26; 2023: $1.20; 2022: $1.58). Prices are obtained from the London Bullion Market Association for gold and silver and the London Metal Exchange for copper, lead and zinc. Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. WeHistorically, the commodity markets have recordedbeen impairmentsvery volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the currentfuture. yearA substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital, and mayon experiencethe additional impairments in future years as a resultquantities of lowerreserves gold,that copper,the silver,Company leadcan oreconomically zincproduce. prices.Refer to Note 2 to the Consolidated Financial Statements for further information.

In addition, if the price of gold, copper, silver, lead, zinc, or molybdenum declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of recovery may not be realized or mineral reserves or resources might not be mined or processed profitably. Similarly, mineral reserves may be impacted if assumptions relating to mine planning change or are not achieved, for example if planned improvements from our Fullbusiness Potentialimprovement programs are not realized. If we determine that certain of our mineral reserves have become uneconomic, this may ultimately lead to a reduction in our aggregate reported mineral reserves and resources. Consequently, if our actual mineral reserves and resources are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired.

•Ability to achieve anticipated benefits, synergies, savings and other efficiencies in connection with acquisitions, fullbusiness potentialimprovement programs and initiatives, and through portfolio optimization and divestitures;

New projects require, among other things, the successful completion of feasibility studies, attention to various fiscal, tax and royalty matters, obtainment of, and compliance with, required governmental and regulatory permits and arrangements for necessary surface and other land rights. We may also have to identify adequate sources of water and power for new projects, ensure that appropriate community infrastructure (for example, reliable rail, ports, roads, and bridges) is developed to support the project and secure appropriate financing to fund a new project. These infrastructures and services are often provided by third parties whose operational activities are outside of our control. Establishing infrastructure for our development projects requires significant resources, identification of adequate sources of raw materials and supplies, and the cooperation of national and regional governments, none of which can be assured. In addition, new projects have no operating history upon which to base estimates of future financial and operating performance, including future cash flow. Thus, it is possible that actual costs may increase and economic returns may differ materially from our estimates. Consequently, our future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new production sites or facilities may be less profitable than currently

current production with new production, or one or more of these new production sites or facilities may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

Additionally, we may be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. These subject properties are referred to as “superfund” sites. For example, the inactive Midnite uranium mine is a superfund site subject to CERCLA. It is possible that certain of our other current or former operations, projects or exploration locations in the U.S. could be designated as a superfund site in the future, exposing us to potential liability under CERCLA.

The laws and regulations governing mine closure and reclamation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. For a more detailed description of potential environmental liabilities, see the discussion in Environmental Matters in Note 2524 to the Consolidated Financial Statements. In addition, regulators are increasingly requesting security in the form of cash collateral, credit, trust arrangements or guarantees to secure the performance of environmental obligations, which could have an adverse effect on our financial position. Any underestimated or unanticipated retirement and rehabilitation costs could materially affect our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, or new permit conditions or limits are added, are probable and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could materially reduce our consolidated net income attributable to Newmont stockholders and potentially result in impairments.

The Company is conducting detailed studies to better estimate water management and other closure activities that will ensure water quality and quantity discharge requirements, including the modifications promulgated by MINAM, as referenced above, will be met. ThisDuring also includes performing2025, a comprehensive update to the Yanacocha reclamation plan towas addresscompleted which addressed changes in closure activities and estimated closure costs while preservingaiming to preserve optionality for potential future projects at Yanacocha. These ongoingOngoing studies, which will extend beyond the current year, continue to evaluate and revise assumptions and estimated costs of changes to the reclamation plan. While certain estimated costs remain subject to revision, the Company’s asset retirement obligation includes construction and operating costs for two new water treatment plants and initial consideration of known risks (including the associated risk that these water treatment estimates could change in the future as more work is completed). The ultimate constructionwater treatment costs of the two water treatment plants remain uncertain as ongoing study work and assessment of opportunities that incorporates the latest design considerations remain in progress. These and other risks and contingencies that are the subject of ongoing studies could result in future material increases to the reclamation obligation at Yanacocha, including, but not limited to, a comprehensive review of our tailings storage facility management, review of Yanacocha’s water balance and storm water management system and review of post-closure management costs. The ongoing Yanacocha closure studies are expected to be progressed in 2025 and continue in the future. Future material increases or decreases to the asset retirement obligation could occur as additional analyses are completed and further refinements to water quality and volume modeling are completed. Additionally, revisions to the Yanacocha reclamation plan may change in connection with the Company’s ultimate submission and review of the plan with Peruvian regulators. Refer to Notes 6 and 2524 to our Consolidated Financial Statements for information regarding reclamation and remediation, and Note 1 to our Consolidated Financial Statements regarding the Company’s interest in Yanacocha.

OurThe Code of Conduct (the “Code”) forms the foundation of our internal governance structure as well as our commitment to responsible mining. We encourage employees and others to promptly report incidents of possible violations of the Code and/or our global policies and standards, including without limitation in the areas of business integrity, social and environmental, community relations and human rights. Employees and non-employees, including suppliers and community members, can anonymously report concerns via our third-party-administered helpline. Each mine site also has a complaints and grievances register to record matters raised by local stakeholders. When necessary, we use independent mechanisms agreed to by the complainants, such as a local leader or committee, to facilitate resolution of such matters before they require public or legal intervention. However, we are not always able to resolve these matters before they are raised publicly or in legal or regulatory proceedings and in the future we may not be able to meet the growing demands of stakeholders through these mechanisms. Such matters once publicized may negatively impact our reputation and may have a material adverse effect on our business, financial position and results of operations.

Therefore, aA successful cyberattack or other cybersecurity incident could result in production and operational downtimes, data corruption, and unauthorized disclosure of sensitive information. For example, in 2020, we detected a cyberattack on our systems. Although we were able to respond quickly to stop the continued spread of the threat, it took significant time and resources to fully identify the scope of the attack and to recover our systems and data. The cost of responding to and remediating such event was immaterial. Although the 2020 attempts and other cyber incidents to date have not resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks. These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could results in damages, material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results of operations, liquidity, and cash flows. The risks associated with the implementation of emerging technologies, if not effectively mitigated, could undermine the benefits of these advancements and impact our competitive position.

To the extent we hold or acquire interests in any joint ventures or enter into any joint ventures in the future, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:

For example, our joint ventures, including the joint venture that combined our and Barrick GoldMining Corporation’s (“Barrick”) respective Nevada operations, forming NGM, pursuant to the operating agreement entered into on July 1, 2019 between Barrick, Newmont and their wholly-owned subsidiaries party thereto (the “Nevada JV Agreement”), may not be as beneficial to us as expected, whether due to the above-described risks, unfavorable global economic conditions, increases in construction costs, integration challenges, political risks, labor disputes or other factors. Pursuant to the terms of the Nevada JV Agreement, we hold a 38.5 percent economic interest and Barrick holds a 61.5 percent economic interest in NGM. Barrick operates NGM with overall management responsibility and is subject to the supervision and direction of NGM’s Board of Managers, which is comprised of three managers appointed by Barrick and two managers appointed by Newmont. Outside of certain prescribed matters, decisions of the Board of Managers will be determined by majority vote, with the managers appointed by each company having voting power in proportion to such company’s economic interests in NGM. Because we beneficially own less than a majority of the ownership and governance interests in NGM, we have limited control of NGM’s operations, and we depend on Barrick to operate NGM. In the event that Barrick has interests, objectives and incentives with respect to NGM that differ from our own, there can be no assurance that we will be able to resolve such disagreement in our favor. AnyOn January 26, 2026, we informed Barrick and the NGM Board of Managers that we had identified evidence of mismanagement at NGM, including diversion of resources from NGM to the benefit of Barrick’s wholly-owned property Fourmile and Barrick, and that we were exercising our contractual inspection and audit rights. On February 3, 2026, we sent Barrick a notice of default under the Nevada JV Agreement related to this conduct. Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any such disagreementdisagreements could have a material adverse effect on our interest in NGM, the business of NGM or the portion of our growth strategy related to NGM. Additionally, to the extent NGM is subject to liabilities or litigation, we would be responsible for a proportional share of certain liabilities and/or NGM’s operations could be impacted, which could have an adverse impact on the Company’s cash flows, earnings, results of operations and financial position.

Newmont is also exposed to non-managed investments related to its joint venture interest in Pueblo Viejo mineMine (40.0%40% owned) and Norte Abierto Project (50% owned), and NuevaUnión Project (50% owned). We also hold a 32.0%32% equity interest in Lundin Gold, a Canadian mine development and operating company, operating the Fruta del Norte gold mine in Ecuador, in addition to a variety of exploration and project joint ventures.

The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt operations and may materially and adversely affect its business and financial conditions. For example, the global COVID-19 pandemic significantly impacted our operations in 2020 and 2021, and to a lesser extent in 2022. In order to protect nearby communities and align with government travel restrictions or health considerations, certain of Newmont’s operations were temporarily put into care and maintenance resulting in a temporary decrease in production at these sites in 2020 and 2021. Additionally, the majority of our sites experienced pandemic-related absenteeism in 2021 and early 2022. In addition, the Company incurred costs during 2020 and 2021 as a result of actions taken to protect against the impact of the COVID-19 pandemic and comply with local mandates, and could be required to incur such costs in the future. Reductions in our operational activities due to COVID-19, or another pandemic, epidemic or health outbreak, could result in additional sites being placed into care and maintenance for extended periods of time and/or have a material adverse impact on our business, or financial condition, results of operations and cash flows. If the majority of our sites are placed into care and maintenance, this could significantly reduce our cash flow and impact our ability to meet certain covenants related to our revolving credit facility and borrowing capacity.

Our reporting currency is the U.S. dollar and the majority of our earnings and cash flows are denominated in U.S. dollars. We conduct certain business in currencies other than the U.S. dollar. A portion of our operating expenses are incurred in local currencies. The appreciation of those local currencies against the U.S. dollar increases our costs of production in U.S. dollar terms at mines located outside the United States. The foreign currencies that primarily affect our results of operations are the Australian Dollar and the Canadian Dollar. Our consolidated earnings and cash flows may also be impacted by movements in the exchange rates. Change in the value of the currencies of the Australian Dollar, Canadian Dollar, the Mexican Peso, the Argentine Peso, the Ghana Cedi, the Papua New Guinea Kina, the Chilean Peso, the Surinamese DollarPeso or the FijianSurinamese Dollar versus the U.S. dollar could negatively impact our earnings. For information concerning the sensitivity of our Costs applicable to sales to changes in foreign currency exchange rates and more information our exposure to foreign exchange rate fluctuations, see Foreign Currency Exchange Rates section in Part II, Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations.

From time to time, countries in which we operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging market countries require consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on Newmont, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses. Measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for Newmont. For example, Argentina has been considered a hyperinflationary environment with a cumulative inflation rate of over 100% over the last three years. In recent years, Argentina’s central bank enacted a number of foreign currency controls in an effort to stabilize the local currency. These restrictions directly impact the timing of Cerro Negro's ability to remit cash from gold sales and pay interest and principal portions of intercompany debt to the Company. In addition, in recent years, PNG ishas currently experiencingexperienced a backlog by foreign and domestic companies and governmental agencies to convert Kinakina into foreign currencies. The Bank of PNG implements foreign exchange controls and manages the exchange rate of the kina against the U.S. dollar. There is a risk that further changes in foreign exchange controls may adversely impact future revenue and profitability. For more information, see Results of Consolidated Operations and Foreign Currency Exchange Rates sections in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. See also risk factors under the headings “Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina and labor unrest”, “Our operations at Ahafo South and AkyemAhafo North in Ghana are subject to political, economic, security and other risks” and “Our Merian operation in Suriname is subject to political, security and economic risks”, “Our operations at Lihir and project at Wafi-Golpu in PNG are subject to political and regulatory risks and other uncertainties” and “Our operations and projects Canada are subject to legal and regulatory risks and other uncertainties in connection with claims and challenges by Indigenous groups” below.

Potential future investments, including projects in the Company’s project pipeline, acquisitions and other investments, will require significant funds for capital expenditures. Depending on gold, copper, silver, lead and zinc prices, our operating cash flow may not be sufficient to meet all of these expenditures, or result in strategic reprioritization of the project portfolio, depending on the timing of development of these and other projects. As a result, new sources of capital may be needed to meet the funding requirements of these investments, fund our ongoing business activities, and fund construction and operation of potential future projects. Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold, copper, silver, lead and zinc prices as well as our operational performance, current cash flow and debt position, among other factors. We may determine that it may be necessary or preferable to issue additional equity or other securities, defer projects or sell assets. For example, in February 2024 Newmont announced its intent to divest non-core assets, including six operations and two projects from its Australian, Ghanaian, and North American business units. At the end of 2024 the sale of Telfer operation and Newmont's 70% interest in the Havieron project closed and definitive agreements were in place to divest four other operations; Akyem, Musselwhite, Éléonore and CC&V. In addition, proceeds were also received from the completed sale of investments, including the sale of the Lundin Gold stream credit facility and offtake agreement, and the monetization of Newmont's Batu Hijau contingent payments.

U.S. and global markets have, from time to time, experienced significant dislocations and liquidity disruptions. For example, the COVID-19 pandemic and events related to the recent and on-going conflicts (such as sanctions in Ukraine, Russia and/or Belarus), have in the past, and may in the future cause volatility and pricing in the capital markets. Additional financing may not be commercially available when needed or, if available, the terms of such financing may not be favorable to us and, if raised by offering equity securities, any additional financing may involve substantial dilution to existing stockholders. In the event of lower gold, copper, silver, lead or zinc prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities, retire or service all outstanding debt, fund share repurchase programs and transactions and pay dividends could be significantly constrained.

The Company’s share repurchase program 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 during the authorization period.amount. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future. See also the risk factor under the heading “Holders of our common stock may not receive dividends.” In addition, our joint venture partners may not have sufficient funds or borrowing ability in order to make their capital commitments. In the case that our partners do not make their economic commitments, the Company may be prevented from pursuing certain development opportunities or may assume additional financial obligations, which may require new sources of capital.

The Company continues to evaluate strategic priorities and deployment of capital to projects in the pipeline. A decision to reprioritize, sell or abandon a development project could result in a future impairment charge. For example, in response to challenging market conditions, which included inflationary pressures and supply chain disruptions, in 2023 the Company announced the deferral for at least two years of the full-funds investment decision for the Yanacocha Sulfides project in Peru. WithIn 2025, the delayCompany reassessed its strategy in Peru and is progressing mine closure activities while prioritizing other future development opportunities at Yanacocha ahead of any future re-evaluation of the Yanacocha Sulfides project, managementresulting willin focusan onindefinite optimizing its allocationdeferral of fundsthe future development of this project and the impairment of the balances included in assets under construction and deferred mine development for the project. See Note 2 to currentthe operationsConsolidated andFinancial otherStatement capitalfor commitments,additional while also assessing execution options and project plans options, up to and including transitioning Yanacocha operations into full closure.information. The Company also periodically updates the economic model for its Conga project to understand changes to the estimated capital costs, cash flows, and economic returns from the project. Certain decisions or changes in circumstances could result in determinations that carrying value is not recoverable and could result in impairment. See Part II, Item 7 under the heading “Critical Accounting Estimates – Carrying value of long-lived assets and Carrying value of Conga” for additional information.

We recognize the expected future tax benefit from deferred tax assets when the tax benefit is considered to be more likely than not of being realized, otherwise, a valuation allowance is applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on historical results of operations, forecasted cash flows from operations, and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the deferred tax assets could be impacted. In the future, our estimates could change requiring a valuation allowance or impairment of our deferred tax assets. Additionally, future changes in tax laws could limit our ability to obtain the future tax benefits represented by our deferred tax assets. Refer to Note 10 to our Consolidated Financial Statements under the heading “Income and Mining Taxes - Valuation of Deferred Tax Assets” and Note 2 under the heading “Summary of Significant Accounting Policies - Valuation of Deferred Tax Assets” for additional information and factors that could impact the Company’s ability to realize the deferred tax assets. For additional information regarding Newmont’s non-current deferred tax assets, refer to Note 10 to our Consolidated Financial Statements.

There can be no assurance that any rating currently assigned by Standard & Poor’s Rating Services, Moody’s Investors Service, or Fitch Ratings to Newmont will remain unchanged for any given period of time or that a rating will not be lowered if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. If we are unable to maintain our outstanding debt and financial ratios at levels acceptable to the credit rating agencies, or should our business prospects or financial results deteriorate, our ratings could be downgraded by the rating agencies. The Company’s credit ratings have been subject to change over the years. We currently maintain a Standard & Poor’s rating of “BBB+” (stable outlook)., Moody’s Investors Service rating of Baa1A3 (positivestable outlook), and a Fitch Ratings rating of A- (stable outlook). We cannot make assurances regarding how long these ratings will remain unchanged or regarding the outcome of the rating agencies future reviews (including following any planned or future business combinations). A downgrade by the rating agencies could adversely affect the value of our outstanding securities, our existing debt and our ability to obtain new financing on favorable terms, if at all, and increase our borrowing costs, which in turn could impair our results of operations and financial position.

•Social, community or labor force disputes resulting in work stoppages or shipping delays, such as at Peñasquito, Cerro Negro, Merian, Akyem and Lihir, or related loss of social acceptance of community support;

•Failure of mining pit slopes, heap leach facilities, tailings embankments, and other tailing depositions, or water storage dams;

Our mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While we strive to obtain and comply with all permits required of us, there can be no assurance that we will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. New or amended permits may also be required to continue existing activities, as new laws come into effect or regulators change their application of laws. Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.

Similarly, the current capacity of the TSFs at Cadia should support operations through to the current permitted time period by exhausting capacity within the current Pit TSF ("PTSF") and by constructing a raise to the South Tailings Storage Facility ("STSF"), as has been permitted. Studies evaluating potential options to increase tailings storage capacity are underway, including additional placement of tailings on the North Tailings Storage Facility ("NTSF") and a proposal to construct an extension to the current STSF ("STSFX") to provide capacity to approximately 2050. Cadia is currently approved to continue operations until 2031 and is seeking approval from the NSW Government to extend our mining operations beyond 2031. This is known as the Cadia Continued Operations Project (“CCOP”), of which the construction of an extension to the STSFX is a project feature. No assurances can be provided that approvals will be secured.

Failure to obtain required land tenure can have serious consequences, including loss of Legal Title in and to mineral and/or surface properties that are owned or controlled by the Company, cessation of operations, project delays or cancellations, increased costs, and potential litigation or regulatory action. Any of these outcomes could materially and adversely affect our business, reputation, operational performance, and financial condition. See risk factors under the headings “Our Company and the mining industry are facing continued geotechnical, geothermal and hydrogeological challenges, which could adversely impact our production and profitability,” and “Title to some of our properties may be insufficient, defective, or challengedchallenged.”.

Greater scrutiny on the private sector broadly and multi-national companies specifically, to contribute to sustainable outcomes in the places where they operate, has led to a proliferation of standards and reporting initiatives focused on environmental stewardship, social performance and transparency. Extractive industries, and mining in particular, have seen significant increases in stakeholder expectations. These businesses are increasingly required to meaningfully engage with impacted stakeholders; understand and avoid or mitigate negative impacts while optimizing economic participation and uplift opportunities associated with their operations. The expectation is for companies to create shared value for stockholders, employees, governments, local communities and host countries. Such expectations tend to be particularly focused on companies whose activities are perceived to have high socio-economic and environmental impacts. In Canada, for instance, there is increased expectation that is also increasingly supported by regulations and/or case law for Indigenous communities on whose traditional territories mineral development occurs or is impacted by mineral development to share in the economic prosperity of the mine, and for such communities to share in joint decision making with government regulators on various permitting efforts. Newmont has over many years developed and continues to evolve a robust system of ESG management that includes policies, standards, guidance, assurance, participation in international organizations focused on improved performance and outcomes for host communities and the environment. In Ghana, for instance, in response to resettlement-related complaints, Newmont worked with national and local government authorities, traditional leaders, impacted farmers/landowners and other concerned stakeholders to analyze impacts, extend programs to support vulnerable households and provide enhanced and/or alternative livelihood support. Despite the Company’s commitment to on-going engagement with communities and stakeholders, no assurances can be provided that increased stakeholder expectations will not result in adverse financial and operational impacts to the business, including, without limitation, operational disruption, increased costs, increased investment obligations, increased commitments to local and/or Indigenous communities with fiscal implications, and increased taxes and royalties payable to governments.

Artisanal, small scale and illegal miners have been active on, or adjacent to, some of Newmont’s African and South American properties, including in Peru, Suriname and Ghana in recent years. For example, in Ghana in 2019, illegal miners attacked a field team of security guards employed by a security contractor, tragically resulting in a fatality. While we are working collaboratively with the artisanal miners of the Pamaka Community in Suriname on a program that includes improving mining practices for improved safety, environmental and processing practices as well as alternative livelihood opportunities, this not always possible. Illegal mining, which involves trespass and occupation of exploration, development, and operating properties present significant security, safety, legal, and environmental risk, which could result in a security threat to human life, infrastructure, and equipment, and lead to the loss of legal title, environmental liabilities, possession, or use of Newmont's land tenure. The illegal miners from time to time have clashed with security staff and law enforcement personnel who have attempted to move them away from the facilities. Although, under certain circumstances, artisanal mining may be a legally sanctioned activity, artisanal mining is also associated with a number of negative impacts, including environmental degradation, poor working practices, erosion of civil society, human rights abuse and funding of conflict. The environmental, social, legal, safety and health impacts of artisanal and illegal mining are frequently attributed to formal large scale mining activity, and it is often assumed that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners normally have separate and distinct supply chains. These misconceptions impact negatively on the reputation of the industry. The activities of the illegal miners could cause damage to Newmont’s properties or result in inappropriate or unlawful use of force for which Newmont could potentially be held responsible. The presence of illegal miners could lead to exploration and project delays and disputes regarding the development or operation of commercial gold deposits. Illegal mining could also result in lost gold production and reserves, mine and development stoppages, and have a material adverse effect on financial condition or results of operations or project development. Finally, it is difficult to separate potential or actual environmental impacts from Newmont's activities from those of artisanal miners who have illegally accessed and are operating on our land tenure. This can cause both reputational and compliance challenges.

Although security measures have been implemented by the Company to protect employees, community members, property and assets, such measures will not guarantee that such civil disturbances and criminal activities will not continue to occur in the future, or result in harm to employees, community members or trespassers, decrease operational efficiency or construction delays, increase community tensions or result in liabilities or reputational harm to Newmont. Security incidents, in the future, may have a material adverse effect on our operations, development projects, exploration and reclamation activities, especially if criminal activity and violence escalate. Such incidents may halt or delay production, increase operating costs; result in harm to employees, contractors, visitors or community members; decrease operational efficiency due to employee absenteeism and other factors; increase community tensions or otherwise adversely affect our ability to conduct business. The manner in which the Company’s personnel, national police or other security forces respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner consistent with international and Newmont standards relating to the use of force and respect for human rights. Newmont takes seriously our obligation to respect and promote human rights, is a signatory to and active participant in the Voluntary Principles on Security and Human Rights, and has adopted a Sustainability and Stakeholder Engagement Policy and Human Rights Standard in-line with the UN Guiding Principles on Business and Human Rights. Nonetheless, although the Company has implemented a number of significant measures and safeguards which are intended to ensure that personnel understand and uphold these standards, the implementation of these measures will not guarantee that personnel, national police or other security forces will uphold these standards in every instance. The evolving expectations related to human rights, human rights defenders, Indigenous rights, and environmental protections may result in opposition to our current and future operations, the development of new projects and mines, and exploration activities. Such opposition may take the form of legal or administrative proceedings or manifestations such as protests, roadblocks or other forms of public expression against our activities, and may have a negative impact on our local or global reputation and operations. Opposition by community and activist groups to our operations may require modification of, or preclude the operation or development of, our projects and mines or may require us to enter into agreements with such groups or local governments with respect to our projects and mines or exploration activities, in some cases, causing increased costs and significant delays to the advancement of our projects. For example, in Peru, our Conga project faced opposition from anti-mining activists, after which we suspended construction on the project’s mining facilities and eventually reclassified Conga’s reserves to resource as the result of certain operating and construction permits expiring at the end of 2015. The failure to conduct operations in accordance with Company standards can result in harm to employees, community members or trespassers, increase community tensions, reputational harm to Newmont or result in criminal and/or civil liability and/or financial damages or penalties.

Our gold and copper mining and ore refining/metals extraction processes generate waste by-products such as waste rock (managed in waste rock dumps or, in the case of Lihir, harbor waste rock platforms and permitted barge dumping locations) and tailings (managed by the use of tailings storage facilities, lacustrine deposition in the case of Brucejack or deep sea tailings placement in the case of Lihir and as proposed at Wafi-Golpu). Tailings storage facilities are constructed progressively throughout the life of the mine to support increasing capacity requirements. If there is a failure in the integrity of a tailings storage facility, there is a risk that tailings or large volumes of water and/or potentially contaminating materials may be released and cause material harm to human health and/or the environment downstream of the facility. Such an occurrence could severely damage our reputation and materially adversely impact our operating results and financial condition. It may also subject us to civil and/or criminal action, penalties and claims from environmental and planning regulators and/or affected third parties, and may lead to the suspension or disruption of our operations and projects. For example, in December 2023 at our now divested Telfer operation in Western Australia, cracking and sinkholes were detected on an internal embankment of the site’s TSF. Upon detection, the Company suspended its processing operations and a prohibition notice limiting the use of the facility was issued by the local regulator, which was lifted in September 2024 following completion of remediation works. See also risk factor under the heading "Our operations and projects are dependent on the availability of sufficient water supplies and subject to water-related risk."

Tailings deposition was suspended at Cadia Holdings Pty Ltd’s (“Cadia Holdings”) tailings storage facilities in March 2018 following an embankment slump of its Northern Tailings Storage Facility (“NTSF”).NTSF. Use of the NTSF is subject to a prohibition notice issued by the NSW Resources Regulator and deposition is expected to remain suspended until repairs of the NTSF wall are completed. In December 2019, Cadia Holdings received approval from the New South Wales Department of Planning and Environment (the “NSW DPE”) to fully utilize the decommissioned Cadia Hill mine pit for deposition of thickened tailings. In December 2021, the NSW DPE granted approval to increase the permitted processing capacity from 32 to 35 million tonnes of ore in a calendar year. Such approval is subject to certain conditions, including that Cadia Holdings commission and publish an independent air quality audit report that includes a description of the details and scheduling of all reasonable and feasible best practice measures that are being implemented by Cadia Holdings to minimize off-site air quality impacts of the mine.

The independent air quality audit report published by Cadia Holdings in August 2022 indicated that dust emitted from two ventilation exhaust rises which vent emissions from underground processing operations exceeded levels permitted by applicable law. During the quarter ended June 2023, the New South Wales Environment Protection Authority (“NSW EPA”) issued variations to its Environment Protection License (“EPL”), a Prevention Notice and Notices to Provide Information regarding the management of, and investigation into potential breaches relating to, dust emissions and other air pollutants from the Cadia tailings storage facilities and ventilation rises. The license variations largely formalized the actions Cadia Holdings had developed in consultation with the NSW EPA and was already undertaking across a range of measures.

In August 2023, the NSW EPA commenced proceedings in the Land and Environment Court of NSW (the “NSW Land and Environment Court”) against Cadia Holdings, alleging that air emissions from Cadia in March 2022 exceeded the standard of concentration for total solid particles permitted under applicable laws due to the use of surface exhaust fans at the mine. On September 29, 2023, Cadia Holdings entered a plea of guilty and the NSW Land and Environmental Court listed the case for a sentencing hearing on March 28, 2024. On October 13, 2023, the NSW EPA commenced additional proceedings in the NSW Land and Environment Court against Cadia Holdings, alleging two additional contraventions of applicable air emissions requirements in November 2021 and May 2023 and two contraventions related to alleged air pollution from tailings storage facilities on October 13 and 31, 2022. On November 24, 2023 Cadia Holdings entered a plea of guilty to the two additional charges relating to applicable air emissions requirements the sentencing hearing took place before the NSW Land and Environment Court on June 21, 2024. TheOn matterMarch has31, been2025, adjournedCadia pendingHoldings was convicted of three offenses relating to applicable air emissions requirements and the deliveryCourt ordered Cadia Holdings to pay a penalty of A$350 thousand and pay A$61.5 thousand to the judgment.Department of Climate Change, Energy, Environment and Water (the “NSW DCCEEW”) for the Rural Air Quality Monitoring Network funding for a new Dust Track system located in Mudgee NSW. On October 18, 2024, Cadia Holdings entered a plea of not guilty to the proceedings related to alleged air pollution from Cadia Holdings’ tailings storage facilities. The proceedings havewere beenwithdrawn adjournedand for further directionsdiscontinued on FebruaryDecember 21,19, 2025.2025, with no order as to costs. Cadia Holdings and the NSW EPA entered into an enforceable undertaking where Cadia Holdings has agreed to pay A$307,500 to the NSW DCCEEW to support the Rural Dust Monitoring Network managed by Climate and Atmospheric Science and the NSW DCCEEW. Cadia Holdings will also pay A$25,000 to the NSW EPA as a contribution to the investigative and legal costs incurred by the NSW EPA in connection with the incidents and with respect to negotiating and entering into the enforceable undertaking. The NSW EPA’sEPA investigationcontinues regardingto themonitor managementCadia’s ofoperations airand emissionsEPL from the mine is ongoing.compliance.

Failure to maintain compliance with applicable law or Cadia Holdings’ EPL may result in the NSW EPA suspending or revoking Cadia Holdings’ EPL, seeking court orders or issuing additional prevention notices to modify or cease certain activities. Ongoing enforcement, and challenges in maintaining compliance, may impact Cadia Holdings’ ability to secure a future expansion of its project approval to extend the life of mine from 2031 to 2055. In addition, Cadia Holdings has previously been, and may in the future be, subject to prosecutions and penalties for noncompliance with air quality requirements or the terms of its EPL, including in respect of emissions from any vent rise or emissions from the NTSF and the Southern Tailings Storage Facility (“STSF”).STSF. Operational changes required to achieve or maintain compliance, including reductions in mining rates and other limitations on mining or processing operations, or additional requirements to install costly pollution control equipment, may adversely impact our operating results and financial condition.

In early 2023, residents living near Cadia raised concerns about potential impacts to drinking water supplies by various contaminants, including metals such as lead, nickel and copper, which they allege are related to emissions from the vent rises at Cadia, as well as periodic dust emission events at NTSF and STSF. In response to community concerns, the New South Wales MinistryDepartment of Health tested the quality of residents’ kitchen tap water and reported that it was safe to drink. The NSW EPA also undertook a comprehensive water testing program in the local area and the majority of results from the kitchen tap samples show metal concentrations below the Australian Drinking Water Guidelines values. The majority of the instances of non-compliance from both Cadia Holdings’ and the NSW EPA’s sampling programs showed that such instances of non-compliance were influenced by building and plumbing materials.

A particulate characterization study, which was undertaken by the Australian government’s Australian Nuclear Science and Technology Organisation (the “ANSTO”) and commissioned by Cadia Holdings in collaboration with the local community, assessed the PM2.5 dust contribution from Cadia to the regional air shed over a two-yearthree-year period and concluded that Cadia contributed only a small percentage of soil particulate matter. In fact, soil was determined to be the least significant source of air pollution over the two-yearthree-year period, contributing less than 10% to the total PM2.5 mass. The ANSTO study also determined that metals of concern recently identified by the community, such as lead, nickel, selenium and chromium, occurred at very low levels in the PM2.5 fraction and did not exceed any national standard. The report is part of a comprehensive suite of independent air and water quality investigations, including with respect to sampling of drinking water sources, air quality monitoring, dispersion modelling and lead fingerprinting, that have been or are being conducted to determine the source of metals within the local airshed and to assess any health risks to the local community, if any, from air emissions from the Cadia mine site.

In 2024, some local residents reported perfluoroalkyl and polyfluoroalkyl Substances (“PFAS”) and other contaminants were allegedly being detected in the river catchment surrounding Cadia. The NSW EPA conducted sampling and the results show PFAS, particularly perfluorooctane sulfonate (“PFOS”) and perfluorooctanoic acid (“PFOA”), at several sites in the river catchment upstream and downstream from Cadia. The NSW EPA will continue its sampling program showed that upstream results for PFAS are the major source in 2025.the river system. The NSW EPA has placed conditions on Cadia and other EPA license holders in the area to engage an independent consultant to undertake a PFAS site investigations.

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. In June 2024, the Company was named as the only miner in TIME’s top 100 green firms ranking. Since 2015, Newmont has been ranked as the mining and metal sector’s top gold miner by the S&P Global Corporate Sustainability Assessment. Newmont has been ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the U.S.,United Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia,States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Fiji,Mexico, and Ghana.Canada. Our goal is to create value and improve lives through sustainable and responsible mining.

Non-coreDivestiture Assetof DivestituresNon-Core Assets

Based on a comprehensive review of the Company’s portfolio of assets following the Newcrest acquisition, the Company’s Board of Directors approved a portfolio optimization program to divest six non-core assets and a development project in February 2024. The non-core assets to be divested includeincluded Akyem, CC&V, Éléonore, Porcupine, Musselwhite, Telfer, and athe Coffee development project in Canada. In February 2024, the Company concluded that these non-core assets and the development project met the accounting requirements to be presented as held for sale in the first quarter of 2024, based on progress made through our active sales program and management’s expectation that the sale is probable and will be completed within 12 months. As of December 31, 2023, the aggregate net book value of the non-core assets and the development project was $3,419. While the Company remains committed to a plan to sell these assets for a fair price, there is a possibility that the assets held for sale may exceed one year due to events or circumstances beyond the Company's control.2024.

The non-core assets and the development projectAssets classified as held for sale are recorded at the lower of the carrying value or fair value, less costs to sell.sell These assetsand are periodically valued until sale occurs with any resulting gain or loss recognized in Loss(Gain) loss on sale of assets held for sale. AsAdditionally, agains result,or forlosses recognized on the year ended December 31, 2024 a losscompletion of $859the wassale are recognized withinin Loss on assets held for sale, of which $160 and $699 related to Telfer and the disposal groups remaining as held for sale as of December 31, 2024, respectively. The $699(Gain) loss on the disposal groups remaining as held for sale resulted in an aggregate net book value of $2,432 at December 31, 2024. A resulting tax impact of $255 was recognized for the year ended December 31, 2024, resulting in a total loss of $1,114 recognized for the year ended December 31, 2024, within Loss on assets held for sale.

On November 6, 2023, the Company completed its business combination transaction with Newcrest Mining Limited, a public Australian mining company limited by shares ("Newcrest"), whereby Newmont, through Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares (“Newmont Sub”), acquired all of the ordinary shares of Newcrest in a fully stock transaction for total non-cash consideration of $13,549. Newcrest became a direct wholly owned subsidiary of Newmont Sub and an indirect wholly owned subsidiary of Newmont (such acquisition, the “Newcrest transaction”). The combined company continues to be traded on the New York Stock Exchange under the ticker NEM. The combined company is also listed on the Toronto Stock Exchange under the ticker NGT, on the Australian Securities Exchange under the ticker NEM,NEM and on the Papua New Guinea Securities Exchange under the ticker NEM. For further information, referRefer to Note 3 to the Consolidated Financial Statements.Statements for further information.

Excluding the impact of the sites acquired in the Newcrest transaction, the increase in Net income (loss) from continuing operations attributable to Newmont stockholders forincreased during the year ended 2024December 31, 2025, compared to the same period in 2023 was2024, primarily due to (i) a net increase in Sales largely due to higher average realized gold prices forpartially alloffset metals;by the impact from divestitures, (ii) lowera Impairmentnet charges;gain on completed divestments, compared to prior year write-downs from assets held for sale, recognized in (Gain) loss on sale of assets held for sale, and (iii) lower Reclamation and remediation; and (iv) and highera net income at Peñasquito which had been impacteddecrease in 2023costs asapplicable ato resultsales, ofrecognized thein laborCosts strike.applicable to sales, primarily resulting from divested sites. This increase was partially offset by the Lossincrease onin assets held for sale and higher incomeIncome and mining tax expense.benefit (expense) and Impairment charges, primarily at Yanacocha.

(2)For the year ended December 31, 2024, theThe Company sold 150134 thousand tonnes of copper, 9795 thousand tonnes of lead, and 247246 thousand tonnes of zinc.

(2)For the year ended December 31, 2023, theThe Company sold 71150 thousand tonnes of copper, 4997 thousand tonnes of lead, and 101247 thousand tonnes of zinc.

(2)For the year ended December 31, 2022, theThe Company sold 3971 thousand tonnes of copper, 6749 thousand tonnes of lead, and 169101 thousand tonnes of zinc.

The increasedecrease in Costs applicable to sales during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, is primarily due to the impact of sitesthe acquireddivested sites, which resulted in thea Newcrestdecrease transaction,of which contributed $1,551 to the increase to Costs applicable to sales.$1,370.

The increasedecrease in Depreciation and amortization during the year ended December 31, 2024,2025, compared to the same period in 2023,2024, is primarily due to the impact of sitesdivested acquired in the Newcrest transaction,sites, which contributed $582$156 to the increasedecrease in Depreciation and amortization.

General and administrative expensewas was$382, $442, $299,and $299 for the years ended December 31, 2025, 2024, and $276 in 2024, 2023, and 2022, respectively. General and administrative expense increaseddecreased in 2024,2025, compared to 2023,2024, primarily due to higherlower salaries and benefits,benefits non-integrationresulting relatedfrom a strategic plan committed by management in the third quarter of 2025 to streamline organization structure and reduce the Company's workforce, lower consulting costs, and otherlower charges resulting from the Newcrest transaction,transaction. The strategic plan was designed to reduce operating costs and higher travel costs duringadvance the year.Company’s Generalongoing commitment to profitability and administrativeincluded expensestreamlining asthe Company’s organizational structure, a percentagereduction in workforce, and a reduction in office space in certain markets. Refer to Note 8 of Salesthe wasConsolidated 2.4%,Financial 2.5%, and 2.3%Statements for 2024,further 2023 and 2022 respectively.information.

Interest expense, net of capitalized interest was $229, $375, $243, and $227$243 infor the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. Capitalized interest totaled $144, $114, $89, and $69$89 in each year, respectively. Interest expense, net of capitalized interest increaseddecreased in 2024,2025, compared to 2023,2024, as a result of the interestreduction expensein recognizeddebt which was driven by a $2 billion debt tender for the entirepartial yearredemption onof certain senior notes, the debtfull acquiredredemption of certain other senior notes, and an increase in thecapitalized Newcrest transaction in November 2023.interest.

Income and mining tax expense (benefit) was $4,596, $1,397, $526, and $455$526 infor 2024,the 2023years ended December 31, 2025, 2024 and 2022,2023, respectively. The effective tax rate is driven by a number of factors and the comparability of our income tax expense for the reported periods will be primarily affected by (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) impacts of the changes in tax law; (iv) valuation allowances on tax assets; (v) percentage depletion; (vi) fluctuation in the value of the United States dollar and foreign currencies; (vii) changes in permanent reinvestment assertions for Papua New Guinea and Ghana and (viiviii) the impact of specific transactions and assessments including significant impairments of goodwill during 2023 and 2022.assessments. As a result, the effective tax rate will fluctuate, sometimes significantly, year to year. This trend is expected to continue in future periods. Refer to Note 10 to the Consolidated Financial Statements for further discussion of income taxes.

In 2024, Pillar II went into effect. The Pillar II agreement was signed by numerous countries with the intent to equalize corporate tax around the world by implementing a global minimum tax of 15%. AsOn NewmontJanuary primarily5, does2026, businessthe inOrganization jurisdictionsfor withEconomic aCooperation taxand rateDevelopment greaterreleased thanAdministrative 15%,Guidance containing two Pillar II safe harbours under the new Side-by-side ("SbS") System. The Company is still examining the applicability of the new guidance to Newmont, but at this time, believes the new SbS Safe Harbour exempts the Company doesfrom notPillar anticipate a material impact to the Consolidated Financial Statements.II.

Newmont has developed gold equivalent ouncesounce (“GEO”) metrics to provide a comparable basis for analysis and understanding of our operations and performance related to copper, silver, lead and zinc. 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, using the metal prices in the table below:

(12)Effective January 1, 2025,2026, the GEO pricingcalculation was updated to alignuse withthe reservefollowing metal price assumptions as follows: Gold ($1,700$4,000/oz.oz), Copper ($3.50$5.00/lb.), Silver ($20.00$50.00/oz.oz), Lead ($0.90/lb.), and Zinc ($1.20$1.30/lb.). TheThis update to the GEO pricingcalculation will have an impact on the calculated gold equivalent ounces.ounces, Thisand will result in an impact tohow costs are allocated to the respective GEOs, particularly resulting in higher costs allocated to gold. Utilizing the updated 2026 pricing would have resulted in 479 and 487 fewer calculated "gold equivalent ounces - other metals" produced and sold, respectively, than was calculated using the 2025 pricing for the year ended December 31, 2025.

(3)Sites acquired through the Newcrest transaction during the fourth quarter of 2023, and as such, the comparative results of operations information is not meaningful.2023. Refer to Note 3 to the Consolidated Financial Statements for further information on the Newcrest transaction.

(154)In theOctober fourth quarter of 2024,2025, the Company completeddeclared thecommercial saleproduction ofat theits assetsAhafo ofNorth theproject Telferin Ghana resulting in classification as a reportable segment. Telfer was classified as held for sale beginning in the first quarter of 2024, and asAs such, the Companycomparative ceasedresults recordingof depreciationoperations andinformation amortizationis innot March 2024.meaningful. Refer to Note 34 to the Consolidated Financial Statements for further information.

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 and herein 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.

Newmont is the world’s leading gold company and a producer of copper, silver, lead, zinc, and molybdenum, providing the metals the world needs for today and tomorrow. Newmont is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. Since 2015, Newmont has been included as a member in the Sustainability Yearbook published by the S&P Global Corporate Sustainability Assessment. Newmont has been ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. 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. OurAt goalNewmont, our purpose is to createunearth value andsustainably improveto livesadvance through sustainable and responsible mining.lives.

One of our reportable segments, NGM,Nevada Gold Mines ("NGM"), is a joint venture that combined our and Barrick Mining Corporation’s (“Barrick”) respective Nevada operations, pursuant to the operating agreement entered into on July 1, 2019 between Barrick, Newmont and their wholly-owned subsidiaries party thereto (the “Nevada JV Agreement”). Barrick operates NGM with overall management responsibility and is subject to the supervision and direction of NGM’s Board of Managers, which is comprised of three managers appointed by Barrick and two managers appointed by Newmont. On January 26, 2026, we informed Barrick and the NGM Board of Managers that we had identified evidence of mismanagement at NGM, including diversion of resources from NGM to the benefit of Barrick’s wholly-owned property Fourmile and Barrick, and that we were exercising our contractual inspection and audit rights. On February 3, 2026, we sent Barrick a notice of default under the Nevada JV Agreement related to this conduct. Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any such disagreements could have a material adverse effect on NGM and the Company. Refer to Part I, Item 1A, Risk Factors, 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 a discussion of risk factors related to our joint ventures.

The Company completed the sale of certain non-core assets which included the Telfer reportable segment in the fourth quarter of 2024, the sale of the CC&V, Musselwhite, and Éléonore reportable segments in the first quarter of 2025, the sale of the Porcupine and Akyem reportable segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025. Prior to completion of the sale, the non-core assets were presented as held for sale and recorded at the lower of their carrying value or fair value, less costs to sell. These assets were periodically revalued until sale occurred with any resulting gain or loss recognized in (Gain) loss on sale of assets held for sale. Additionally, gains or losses recognized on the completion of the sale are recognized in (Gain) loss on sale of assets held for sale. At December 31, 2025, no assets remained held for sale.were

recognized in (Gain) loss on sale of assets held for sale. At December 31, 2025, no assets remained held for sale. Refer to Note 3 to the Condensed Consolidated Financial Statements for further information on divestitures.

The Government of Ghana is also entitled to a 10% free carried interest in the rights and obligations of the mineral operations by receiving 1/9th of the total amount paid as dividends to Newmont parent. When the average quoted gold price exceeds $1,300 per ounce within a calendar year, an advance payment on these amounts of 0.6% of total revenues is required. Upon the expiration of the tax stability regime on December 31, 2025, dividends paid will becomebecame subject to an 8% withholding tax.

As a result, theThe Company is exposed to future changes in fiscal, tax, and other related regulatory regimes in Ghana as they may be enacted from time to time. The revised royalty framework and changes to the GSL could increase the Company’s operating costs at its Ghanaian operations, particularly during periods of higher gold prices. Refer to Part II, Item 1A Risk Factors for further information.

TheExcluding increasethe inimpacts of the events noted above, Net income (loss) attributable to Newmont stockholders increased for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, is primarily due to a net increase in Sales, largely reflecting increasedhigher average realized gold and silver prices, and lower Costs applicable to sales, primarily due to the impact from divestitures. These favorable impacts wereprices partially offset by higherlower Incomesales andvolumes. miningThis taxincrease benefitwas (expense)partially andoffset aby decreaseunrealized losses on marketable equity securities recognized in (Gain)2026, loss on sale of assets held for sale duecompared to theunrealized completion of our divestment programgains in 2025.2025, recognized within Other income (loss), net.

(2)For the three months ended March 31, 2025 theThe Company sold 3522 thousand tonnes of copper, 2117 thousand tonnes of lead, and 7340 thousand tonnes of zinc.

(1)Included in the change in consolidated Sales is the impact relating to the divested sites which resulted in a decrease for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, of $578.$50 and $628, respectively.

The decrease in Costs applicable to sales for the three months ended MarchJune 31,30, 2026,2026 comparedwas togenerally in line with the same period in 2025, is primarily due to the impact from the divested sites, which resulted in a decrease of $279.2025.

Excluding the impact of divestitures, Costs applicable to sales increased for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to (i) Ahafo North reaching commercial production in the fourth quarter of 2025 resulting in classification as a reportable segment, (ii) higher direct costs largely at Boddington, and (iii) higher third-party royalties at most sites and higher worker's participation costs, both resulting from higher average realized gold prices, as well as higher contracted service costs primarily at Ahafo North.prices. These increases were partially offset by an increase in by-product credits, primarily related to the increase in silver sales.

The increasedecrease in Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, is primarily due to lower production at Peñasquito; partially offset by higher depreciation rates in the current year at NGM as a result of highera golddrawdown ouncesof minedinventory in the current year at Carlin compared to a buildup in the prior year and the commencement of depreciation at Ahafo North due toafter reaching commercial production in the fourth quarter of 2025.

General and administrative expense was $79$74 and $110$95 during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $153 and $205 during the six months ended June 30, 2026 and 2025, respectively. The decrease during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, is primarily due to lower consulting charges and labor costs.

Interest expense, net of capitalized interest was $39$35 and $79$65 during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $74 and $144 during the six months ended June 30, 2026 and 2025, respectively. The decrease during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, is primarily due to the reduction in Debt and an increase in capitalized interest. Refer to Note 15 to the Condensed Consolidated Financial Statements for further information.

Income and mining tax expense (benefit) was $1,404$952 and $647$1,092 during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2,356 and $1,739 during the six months ended June 30, 2026 and 2025, respectively. The effective tax rate is driven by a number of factors and the comparability of our income tax expense for the reported periods will be primarily affected by (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) impacts of the changes in tax law; (iv) valuation allowances on tax assets; (v) percentage depletion; (vi) fluctuation in the value of the USD and foreign currencies; and (vii) the impact of specific transactions and assessments. As a result, the effective tax rate will fluctuate, sometimes significantly, year to year. This trend is expected to continue in future periods. Refer to Note 9 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

In 2024, Pillar II went into effect. The Pillar II agreement was signed by numerous countries with the intent to equalize corporate tax around the world by implementing a global minimum tax of 15%. On January 5, 2026, the Organization for Economic Cooperation and Development (OECD) released Administrative Guidance containing two Pillar II safe harboursharbors under the new Side-by-side ("SbS") System. As of June 30, Australia has not yet adopted the OECD’s SbS safe harbor rules. The Company is still examining the applicability of the new guidance to Newmont, but at this time, believesdoes not believe Pillar II will have a material impact on the newfinancial SbS Safe Harbour exempts the Company from Pillar II.statements.

(1)Effective January 1, 2026, the Company updated the metal prices utilized for the GEO calculation ("GEO price change"). The update to GEO pricing will have an impact on the calculated gold equivalent ounces and will result in an impact to costs allocated to the respective GEOs, particularly resulting in higher costs allocated to gold. Utilizing the updated 2026 pricing resulted in 11872 thousand and 114190 thousand fewer calculated "gold equivalent ounces - other metals" produced for the three and six months ended June 30, 2026, respectively and 78 thousand and 192 thousand fewer calculated "gold equivalent ounces - other metals" sold, respectively, than would have been calculated using the 2025 pricing for the three months ended March 31, 2026.pricing.

(5)These sites were classified as held for sale beginning in the first quarter of 2024, and as such, the Company ceased recording depreciation and amortization in March 2024. At MarchJune 31,30, 2026, all operating sites previously classified as held for sale werehad been divested and as a result, the comparative results of these operations are not meaningful. Refer to Note 3 to the Condensed Consolidated Financial Statements for further information on the Company's divestitures.

(7)For the three months ended MarchJune 31,30, 2026 and 2025, Cadia produced 4716 million and 4650 million pounds of copper, respectively.

(8)For the three months ended MarchJune 31,30, 2026 and 2025, Boddington produced 711 million and 1417 million pounds of copper, respectively.

(9)For the three months ended MarchJune 31,30, 2026, Peñasquito produced 97 million ounces of silver, 6039 million pounds of lead and 13888 million pounds of zinc. For the three months ended MarchJune 31,30, 2025, Peñasquito produced 68 million ounces of silver, 4959 million pounds of lead and 131147 million pounds of zinc.

(10)For the three months ended MarchJune 31,30, 2026 and 2025, Red Chris produced 1312 million and 16 million pounds of copper, respectively.

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