UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Current Report
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Transition
On September 29, 2025, Newmont Corporation (the “Company or Newmont”) announced that Tom Palmer will retire from his role as Chief Executive Officer and as a member of the Board of Directors (the “Board”) on December 31, 2025. As part of Newmont’s long-term leadership development and succession processes, the Board of Directors have been engaged in on-going discussions regarding Chief Executive Officer succession planning. The Board has approved the appointment of Ms. Natascha Viljoen, to succeed Mr. Palmer, as President and Chief Executive Officer of the Company, effective January 1, 2026. Ms. Viljoen will also join the Company’s Board as a non-independent director, effective as of the same date.
In May 2025, Newmont announced Ms. Viljoen’s promotion to the role of President and Chief Operating Officer in recognition of her strong leadership as Executive Vice President and Chief Operating Officer. In line with Newmont’s approach to leadership development, Ms. Viljoen took on an expanded scope of authority at that time with the authorization of the Board, including leadership of the Company’s global operations, projects and studies, and health, safety and security and environmental teams. In addition to ensuring strong operating results and maintaining the health and safety culture of the organization, Ms. Viljoen also worked closely with Mr. Palmer and the Executive Leadership Team in developing and guiding Newmont’s strategic direction.
Ms. Viljoen, age 55, first joined Newmont’s Executive Leadership Team in October 2023 as Executive Vice President and Chief Operating Officer. Ms. Viljoen has worked in the mining industry for more than 30 years, having served as Chief Executive Officer of Anglo American’s platinum business in South Africa from 2020 to 2022, and having previously held a series of operating and technical positions within the organization, including as Group Head of Processing. She also spent six years at Lonmin, where she was a member of the Executive Committee as Executive Vice President, Processing, and also had responsibility for several wider corporate functions. Ms. Viljoen is a metallurgic engineer and holds a Bachelor of Engineering from North West University in South Africa and an Executive MBA from the University of Cape Town, South Africa.
To ensure a seamless and well-supported transition, Mr. Palmer is expected to serve as a strategic advisor to Ms. Viljoen and the Executive Leadership Team until March 31, 2026.
Compensation Arrangement for Ms. Viljoen
In the role of President and Chief Executive Officer, Ms. Viljoen will have a base salary of $1.2 million and be eligible for an annual short-term incentive (cash bonus with a target opportunity equal to 150% of base salary) in accordance with the Newmont Section 16 Officer Short-Term Incentive Plan at Level 7. Ms. Viljoen is also eligible for long-term equity bonus incentives at a target level of $7 million to be comprised of two-thirds Performance Share Units (“PSU”) and one-third Restricted Share Units (“RSU”). The PSU and RSU awards will be delivered according to the terms of the Newmont Long-Term Incentive Program. Ms. Viljoen will continue to be eligible for other executive benefits as described in the Company’s Annual Proxy Statement including the Executive Change of Control Plan and the Newmont Section 16 Officer Severance Plan benefits. There is no other arrangement or understanding between Ms. Viljoen and any other persons pursuant to which she will be appointed as Chief Executive Officer of the Company. Ms. Viljoen does not have a family relationship with any member of the Board of Directors or any executive officer of the Company, and Ms. Viljoen has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Retirement of Mr. Palmer and Advisory Service Agreement
In connection with succession planning discussions, on September 26, 2025, Mr. Palmer provided notice that he will step down from his position as Chief Executive Officer, as well as a member of the Board, effective December 31, 2025. As disclosed above, Mr. Palmer will serve as a strategic advisor from January 1, 2026 until March 31, 2026 (the “advisory term”) to support a well-organized transition and advancement of strategic priorities. The Company and Mr. Palmer have entered into a strategic advisory service and transition support agreement (“Transition Agreement”), dated September 28, 2025, pursuant to which Mr. Palmer will be entitled to receive base salary at the rate in effect on the date of the Transition Agreement during the advisory term, and be entitled to the continued vesting of his 2024 performance stock unit (“PSU”) award without proration, based upon actual performance of the PSUs, provided that he remains employed through the end of the advisory term and in exchange for his agreement to a non-compete covenant that applies for twelve months following his termination of employment as detailed in the Transition Agreement. The foregoing summary is qualified in its entirety by reference to the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Mr. Palmer will also be eligible to receive retirement benefits, including under the Pension Plan, Savings Plan and Pension Equalization Plan, as described in the Company’s Annual Proxy Statement, and will not be eligible to receive severance benefits.
Item 7.01. Regulation FD Disclosures.
On September 29, 2025, the Company issued a news release regarding the CEO leadership transition. The news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information, including Exhibit 99.1 attached hereto, in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise stated in such filings.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description |
| 10.1 | Transition Agreement between Newmont Corporation and Tom Palmer dated September 28, 2025 |
| 99.1 | News Release dated September 29, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Logan Hennessey | |
| Name: | Logan Hennessey | |
| Title: | Senior Vice President, Deputy General Counsel & Corporate Secretary |
Dated: September 29, 2025
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Exhibit 10.1

September 28, 2025
Thomas R. Palmer
BY EMAIL
Re: Service as Strategic Advisor
Dear Tom:
On behalf of Newmont Corporation (the “Company”) and its Board of Directors (the “Board”), thank you for your many years of service to the Company, and your willingness to provide continued support and expertise to the Company as a Strategic Advisor to the Chief Executive Officer (“Strategic Advisor”) subsequent to your retirement from your position as the Chief Executive Officer and member of the Board of Directors of the Company (the “Board”) on December 31, 2025.
This letter agreement (this “Letter Agreement”) sets forth the terms of your employment as Strategic Advisor, effective as of January 1, 2026 (the “Effective Date”). In the event that your employment terminates for any reason prior to the Effective Date, this Letter Agreement will be null and void ab initio.
| 1. | Position and Duties. On the Effective Date, you will assume the position of Strategic Advisor and your service as the Chief Executive Officer and a member of the Board will cease. In the position of Strategic Advisor, you will have the duties and responsibilities assigned to you by the Chief Executive Officer or the Board. In such role, you will remain a full-time employee of the Company but will not be an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise. |
| 2. | Term. The term of your employment as Strategic Advisor hereunder will commence on the Effective Date and will continue until March 31, 2026 or, if earlier, such date as your employment with the Company is terminated for any reason (the “Term”). |
| 3. | Base Salary. During the Term, you will continue to receive your annual base salary at the rate in effect as of the date of this Letter Agreement. The Company will pay your base salary in accordance with its normal payroll practices and procedures. |
| 4. | Annual Bonus. You will remain eligible for a bonus under the Company’s annual incentive program for the 2025 fiscal year based on actual performance results and subject to the terms and conditions of the program. You will be not be eligible for a bonus under the Company’s annual incentive program with respect to the 2026 fiscal year. |
| 5. | Equity Awards. During the Term, you will not be eligible to receive any new equity awards. In consideration of your commitments pursuant to this Letter Agreement, including the restrictive covenants set forth in Section 8 hereof, the Performance Stock Unit Agreement for the performance stock units granted to you on February 26, 2024 is hereby amended to provide that, if you remain employed as Strategic Advisor through March 31, 2026, such performance stock units will remain outstanding and nonforfeitable until the end of the performance period for such award and will otherwise remain subject to all other terms and conditions of such award agreement, including the performance conditions (“2024 PSU Vesting”). All other Company equity awards granted to you prior to the Effective Date that remain outstanding and unvested as of the Effective Date will continue to vest during the Term in accordance with their terms and, upon your termination of employment at or prior to the end of the Term, will be treated in accordance with the terms set forth in the applicable award agreement. |
| 6. | Benefits. During the Term, you will be entitled to participate in the Company’s employee benefit plans on the same terms as other senior executives of the Company. |
| 7. | Termination. You or the Company may terminate your employment for any reason or no reason at any time. Upon any termination of your employment, you will be entitled to receive only (i) any accrued but unpaid base salary, and (ii) any other amounts or benefits to which you are entitled under the terms of any plan, program, policy, practice or contract of the Company through the date of your termination of employment (collectively, the “Accrued Obligations”). Commencing as of the Effective Date, you will no longer be eligible for the Company’s Executive Severance Plan. |
| 8. | Restrictive Covenants. You and the Company acknowledge and agree that you have received adequate consideration with respect to enforcement of the provisions of this Section 8 by virtue of entering into this Letter Agreement, including the 2024 PSU Vesting, that such provisions are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries (collectively the “Company Group”) and that enforcement of such provisions will not prevent you from earning a living. |
| a. | Noncompetition, Nonsolicitation and No-Hire. You agree to comply with the provisions of this Section 8(a) during the period of your employment with the Company and during the twelve (12)-month period immediately following your termination of employment, regardless of the reason for such termination of employment, as follows: |
| i. | Non-Competition. You will not, directly or indirectly, own any interest in, provide any financing to, manage, control, participate in, consult with, or render services to any company listed in Appendix A (each, a “Restricted Company”) in the Restricted Area. For purposes of this Letter Agreement, “Restricted Area” means each State of the United States or other jurisdiction, or specified portions thereof, in which the Company Group engages in business during your employment or at the time your employment terminates, including without limitation the state of Colorado, and the countries of Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia, Papua New Guinea, Ecuador, Fiji and Ghana. |
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| ii. | Employee Nonsolicit and No-Hire. You will not, directly or indirectly, either for your own benefit or purpose or for the benefit or purpose of any individual or entity other than the Company Group, employ or offer to employ, call on, or actively interfere with the Company Group’s relationship with, or attempt to divert or entice away, any individual who (A) is an employee of any member of the Company Group at the time of your termination of employment or (B) was an employee of any member of the Company Group during the twelve (12) months immediately preceding your termination of employment. You also will not assist any other individual or entity in such activities. |
| b. | Confidentiality. During your employment with the Company and thereafter, regardless of the reason for termination of such employment, you will not disclose or use in any way any confidential business or technical information or trade secret acquired in the course of such employment, all of which is the exclusive and valuable property of the Company Group whether or not conceived of or prepared by you, other than (i) information generally known in the Company’s industry or acquired from public sources, (ii) as required in the course of employment by the Company, (iii) as required by any court, supervisory authority, administrative agency or applicable law, or (iv) with the prior written consent of the Company. Nothing herein, including this Section 8(b), is intended to limit you from affirmatively reporting to any governmental entity, regulator, or self-regulatory organization (including the Securities and Exchange Commission) regarding possible violations of law or regulation or prevent you from collecting a monetary award in respect thereof. You further understand and agree that you are not required to contact or receive consent from the Company before engaging in such communications with any such authorities. However, if you receive a court order or valid and effective subpoena, interrogatory, or similar legal process not involving a governmental agency or regulatory body that requires disclosure of any confidential business or technical information or trade secret, before making any disclosure you must promptly notify the Company in writing of the order or other legal process. |
| c. | Enforcement Provisions. You understand and agree to the following provisions regarding enforcement of the covenants in this Section 8: |
| i. | Equitable Remedies. A breach of the provisions of Sections 8(a)-(c) will cause the Company irreparable harm, and the Company will therefore be entitled to seek issuance of immediate, as well as permanent, injunctive relief restraining you, and each and every person and entity acting in concert or participating with you, from initiation and/or continuation of such breach. |
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| ii. | Tolling Period. If it becomes necessary or desirable for the Company to seek compliance with the provisions of Section 8(a) by legal proceedings, the period during which you will comply with said provisions will extend for a period of twelve (12) months from the date the Company institutes legal proceedings for injunctive or other relief. |
| iii. | Reform. If any of Sections 8(a)-(c) are determined by a court of competent jurisdiction to be unenforceable because unreasonable either as to length of time or area to which the restriction applies, it is the intent of both parties that the court reduce and reform the restriction so as to apply the greatest limitations considered enforceable by the court. |
| iv. | Waiver of Jury Trial. Each of you and the Company hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 8(a)-(c). |
| v. | Application of Defend Trade Secrets Act. Regardless of any other provision in this Section 8, you may be entitled to immunity and protection from retaliation under the Defend Trade Secrets Act of 2016 for disclosing trade secrets under certain limited circumstances as allowed by 18 U.S.C. § 1833(b). |
| vi. | Governing Law and Jurisdiction. This Section 8 shall be governed by and construed under the laws of the State of Colorado. Any dispute or claim arising out of or relating to Sections 8(a)-(c) or claim of breach thereof may be brought in the courts of the State of Colorado. You and the Company hereby consent to the exclusive jurisdiction of such court and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with this Section 8. |
| vii. | Colorado Requirements. You agree that you have been provided the notice required in subsection (4) of C.R.S. § 8-2-113 of Colorado law and have had 14 days following the date of such notice before the obligations under this Section 8 became effective. You acknowledge that you are bound by the restrictive covenants in this Section 8, to the extent allowed by Colorado law. |
| 9. | Cooperation in Legal Proceedings and Investigations. You agree that, after your termination of employment with the Company for any reason, upon the request of the Company, you will reasonably cooperate with and assist the Company in undertaking and preparing for legal, regulatory and/or other proceedings or investigations, in any case, relating to any affairs of the Company and/or the other members of the Company Group with respect to which you were involved, or gained knowledge of, during your employment with the Company. |
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| 10. | Miscellaneous |
| a. | Notices. All notices and other communications hereunder will be in writing and will be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: |
| If to you: | At the most recent address on file at the Company. | |
| If to the Company: | Newmont Corporation | |
| 6900 E Layton Ave | ||
| Denver, Colorado 80237 | ||
| Attention: Chief Legal Officer | ||
or to such other address as either party will have furnished to the other in writing in accordance herewith. Notice and communications will be effective when actually received by the addressee.
| b. | Governing Law. This Letter Agreement will be governed by the laws of the State of Colorado, without reference to the choice of law rules that would cause the application of the law of any other jurisdiction. |
| c. | Entire Agreement. This Letter Agreement, together with the any Company equity award agreements to which you are party, contain the entire agreement between you and the Company with respect to your service as Strategic Advisor and supersede any and all prior understandings or agreements, whether written or oral, with respect to such service. |
| d. | Amendments. No provision of this Letter Agreement will be modified or amended except by an instrument in writing duly executed by the parties hereto. No waiver by any party of any breach by the other party of any term or provision hereof will be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision. |
| e. | Successors. This Letter Agreement is personal to you and without the prior written consent of the Company will not be assignable by you otherwise than by will or the laws of descent and distribution. This Letter Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. |
| f. | Survivability. The provisions of this Letter Agreement that by their terms call for performance subsequent to the termination of either your employment or this Letter Agreement (including the 2024 PSU Vesting and the terms of Section 8) will so survive such termination. |
| g. | Tax Withholding. The Company and its affiliates may withhold from any amounts payable under this Letter Agreement such federal, state, local or foreign taxes as will be required to be withheld pursuant to any applicable law or regulation. |
| h. | Section 409A. It is intended that payments and benefits made or provided under this Letter Agreement will not result in penalty taxes or accelerated taxation pursuant to Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement will be treated as a separate payment of compensation. |
| i. | Counterparts. This Letter Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. |
[Signature Page Follows]
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To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Letter Agreement, which is enclosed for your convenience.
| Very truly yours, | |||
| Newmont Corporation | |||
| By: | /s/ Gregory H. Boyce | ||
| Name: | Gregory H. Boyce | ||
| Title: | Chair of the Board of Directors | ||
| Acknowledged and agreed: | |
| /s/ Thomas R. Palmer | |
| Thomas R. Palmer |
[Signature Page to Letter Agreement]
Appendix A
Agnico Eagle Mines Limited
Anglo American plc
AngloGold Ashanti plc
Australian Bullion Company (NSW) Pty Ltd
Barrick Gold Corporation
Freeport-McMoRan Inc.
Glencore plc
Gold Fields Ltd
Kinross Gold Corporation
MKS PAMP GROUP Limited (UK)
Mitsubishi Materials Corporation
Sumitomo Metals Mining Co Ltd
Teck Resources
The Perth Mint Australia
Trafigura Group Pte Ltd
Zijin Mining Group
Exhibit 99.1

Newmont Announces Retirement of CEO Tom Palmer, Names President & COO Natascha Viljoen as Successor
DENVER – September 29, 2025 – Newmont Corporation (NYSE: NEM, ASX: NEM, PNGX: NEM) (“Newmont” or “the Company”) today announced, as part of the Company’s long-term leadership succession planning, that Tom Palmer, who has served as Chief Executive Officer (CEO) since 2019, will resign from its Board of Directors and as CEO on December 31, 2025.
Natascha Viljoen, President and Chief Operating Officer (COO), will succeed Palmer as President and CEO and will also join the Board of Directors on January 1, 2026. Palmer will serve as Strategic Advisor until his retirement on March 31, 2026 to support a seamless leadership transition.
Palmer was only the 10th CEO in Newmont’s 104-year history and has served the Company for more than a decade. He joined Newmont in 2014 as Senior Vice President, Indonesia and by 2016 was named Executive Vice President (EVP) and COO.
“After 12 years with Newmont, and almost 40 years in the mining industry, it is time for me to retire and hand over to Natascha to lead our Company through the next chapter in its storied history,” said Palmer. “It has been a privilege to serve as CEO of Newmont. I thank our Board for its guidance and partnership throughout my time in the role, our Executive Leadership Team and all of our teams across the world for their support in shaping our business into the industry leader it is today. I am confident that Natascha and Newmont will seize the many opportunities that lie ahead for our business.”
“On behalf of the Board of Directors, I thank Tom for his dedication to the growth and advancement of this business,” said Greg Boyce, Chair of Newmont’s Board of Directors. “His knowledge of our operations, commitment to the development of our future leaders and passion for the industry have played a key role in shaping what is one of the strongest portfolios in the industry today.
“We are delighted to welcome Natascha as our next CEO. Over the last two years as our COO, Natascha has proven to be an expert operator and inspiring leader. We are fortunate to have Natascha lead Newmont with a clear focus on unlocking value across our world-class portfolio.”
Natascha Viljoen joined Newmont in 2023 as EVP and COO, bringing with her more than three decades of global leadership experience across multiple commodities and continents. Prior to joining Newmont, she served as CEO of Anglo American Platinum (now Valterra), the world’s largest primary producer of platinum, and was a member of the Anglo American plc Group Management Committee. Earlier in her career, she gained hands-on experience working with operators and maintainers in mining and processing and held leadership positions at Anglo American, BHP and Lonmin, earning a reputation for safety leadership, operational discipline, and building high-performance teams.
“I am honored to serve as the next CEO of Newmont at this pivotal moment. With deep respect for our legacy, I am grounded about the work ahead. We have assembled the industry’s strongest portfolio of long-life gold and copper assets, which we are determined to manage safely and effectively. We will combine operational excellence, cost discipline and judicious capital allocation to ensure strong financial performance, systematically unlocking more value for shareholders and stakeholders alike. Together with our employees, we will shape a Newmont that is stronger, simpler and more resilient. I want to express my gratitude to Tom for his mentorship and support, and to the Board for entrusting me with the responsibility to lead Newmont into its next phase of growth,” said Viljoen.
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About Natascha Viljoen
Natascha Viljoen is President and Chief Operating Officer of Newmont Corporation, the world’s leading gold company, and will become Chief Executive Officer and join the Board of Directors on January 1, 2026, becoming the first woman to lead Newmont in its more than 100-year history.
Since joining Newmont in 2023, Natascha has overseen the company’s operations, focusing on the integration of acquired assets, portfolio optimization, and talent development. With more than 30 years of international mining experience, she has held senior leadership roles across multiple commodities and continents.
Natascha is a second-generation miner. Her early exposure to mining—growing up in a mining family and accompanying her father, a winding engine driver, to work—instilled in her a deep respect for the industry and its people.
A native of South Africa, Natascha is passionate about the role of mining as a force for good, integrating innovation with responsible practices to deliver value for shareholders, employees, host communities, and society. She combines deep technical expertise with strategic execution, focusing on operational excellence, and embedding sustainability and safety into the company’s growth trajectory.
About Tom Palmer
Tom Palmer is the 10th Chief Executive Officer in Newmont’s history, appointed in October 2019. Under his leadership, Newmont has executed transformative transactions including the Goldcorp acquisition, the Nevada Gold Mines Joint Venture, and the Newcrest acquisition, creating a world-class portfolio of assets across key mining jurisdictions. A champion of responsible mining, Tom has prioritized safety, operational excellence, and the development of leaders across the organization.
Tom also serves as Chair of the International Council on Mining and Metals (ICMM) and Vice Chair of the World Gold Council. He joined Newmont in 2014, previously serving in leadership roles including as Chief Operating Officer. Before Newmont, he spent 20 years at Rio Tinto. Tom holds a Master of Engineering Science and a Bachelor of Engineering from Monash University, Australia.
About Newmont
Newmont is the world’s leading gold company and a producer of copper, zinc, lead, and silver. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, the Company has been publicly traded since 1925. At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont’s sustainability strategy and initiatives, go to www.newmont.com.
Media Contact
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Shannon Brushe
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Contact – Global
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Contact – Asia Pacific
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Cautionary Statement Regarding Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking statements in this news release include, without limitation, expectations regarding future financial performance, opportunities, value creation, capital allocation, cost and productivity improvements and other statements regarding future events or results. For a discussion of risks and other factors that might impact future looking statements, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 21, 2025, under the heading Risk Factors.
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