NEWMONT Corp /DE/

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section** 14(a) **of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

​

Newmont Corporation

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

LETTER FROM INDEPENDENT CHAIR OF THE

BOARD OF DIRECTORS

Dear Fellow Stockholders:

I am pleased to present Newmont’s Annual Proxy Statement and invite you to vote at our 2026 Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2026, at 8:00 a.m. Mountain Daylight Time. This year, we are hosting a virtual Annual Meeting, providing an opportunity for all our stockholders to participate, irrespective of their geographic location. For more information about how to attend virtually and how to vote your shares, please see the Notice of Annual Meeting.

2025 REFLECTIONS

2025 was a milestone year for Newmont, as we achieved our full-year guidance, improved our operational performance, and strengthened our financial position. We also made meaningful progress on our commitments to safety, cost optimization and returning capital to stockholders. As a result of our disciplined operational execution, the Company delivered record earnings and free cash flow, supported by favorable gold market conditions and significant operational achievements, all contributing to Newmont’s stock price reaching an all-time high. Newmont returned approximately $1.1 billion to our stockholders through regular dividends, and completed the initial $3.0 billion share repurchase program announced in 2024, repurchasing $2.3 billion during 2025, and announced an additional $3.0 billion share repurchase program. Building on this momentum, in February 2026 we announced an enhanced return of capital framework and increased our quarterly dividend per share*, anchored by a flexible and resilient balance sheet, and are entering 2026 with a clear focus on continuing to drive margin expansion and generate robust free cash flow from our unrivaled portfolio of world-class operations and projects.

In 2025, Newmont launched our Always Safe program, a new unified approach to health, safety, and well-being, and experienced zero fatalities after a challenging period. This was achieved by the vigilance and dedication of each of our valued team members around the globe. The Board and its Safety & Sustainability Committee believe that the success of our workforce is built on ensuring that everyone who walks through our gates goes home safely every day, and that safety is foundational to our long-term success. On behalf of the Board of Directors, I commend our employees and partners for our 2025 performance and reiterate our renewed commitment to safety moving into 2026.

The end of 2025 was marked by a planned and orderly transition of Newmont’s Chief Executive Officer (CEO) as part of our long-term talent and succession process. Tom Palmer stepped down from his role as CEO and as a member of the Board after more than 12 years at Newmont. On behalf of the Board of Directors, I extend our sincere thanks to Tom for his dedication to the growth and advancement of Newmont’s business into one of the strongest portfolios in the industry today. On January 1, 2026, we welcomed Natascha Viljoen to the Board of Directors as Newmont’s new President and CEO. Over the prior two years as Newmont’s COO and then as President and COO, Natascha has proven to be an expert operator and strategic and inspiring leader. With the support of the Board, Natascha will lead Newmont with a clear focus on unlocking value across our world-class portfolio with discipline, integrity, and humility.

THANK YOU FOR YOUR SUPPORT

On behalf of the full Board of Directors, I sincerely thank you for the trust you have placed in the Board and for your continued support and investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders.

YOUR VOTE AND FEEDBACK IS IMPORTANT

We encourage you to vote promptly, even if you plan to attend the 2026 Annual Meeting of Stockholders, and to submit questions in advance of the meeting. We would like to thank our stockholders and other stakeholders for the time they commit to engaging in productive dialogues with Newmont. We are grateful for the feedback shared with our leadership team and directly with members of the Board. The Board considers your input as an important factor in deliberations and decision-making. Please continue to share your opinions, suggestions, and concerns with us.

Very truly yours,

GREGORY H. BOYCE

Independent Chair of the Board of Directors

*See Annex A-2 for cautionary statements regarding forward looking information, dividends and share repurchase program.

NOTICE OF 2026 ANNUAL MEETING OF**

**STOCKHOLDERS

The Annual Meeting of Stockholders of Newmont Corporation will be held at8:00 a.m., Mountain Daylight Time, on Tuesday, May 12, 2026, at****https://meetnow.global/MQD4CLQ. At the 2026 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting.

Record Date: March 16, 2026

Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 31, 2026

The 2026 Annual Meeting of Stockholders is being held in a virtual format conducted solely online which will allow for greater participation regardless of geographic location.

All holders of the Company’s Common Stock, CHESS Depositary Interests (“CDIs”) or PETS Depositary Interests (“PDIs”) as of the Record Date are invited to virtually attend the Annual Meeting.

To participate, holders of Newmont Common Stock will need the unique control number that was included in the proxy materials. If your shares of Common Stock are held in “street name,” meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Holders of Newmont CDIs and PDIs should follow the instructions in the section entitled “General Information” to obtain a control number.

It is important that your shares be represented at the Annual Meeting whether or not you are able to attend. Please promptly vote your securities at your earliest convenience.

Holders of Newmont Common Stock as of the Record Date may vote online prior to the meeting by visiting http://envisionreports.com/NEM and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, by phone or by mail. You may also vote during the Annual Meeting by visiting https://meetnow.global/MQD4CLQ, entering the control number and following the instructions.

Holders of Newmont CDIs and PDIs as of the Record Date may direct the voting of the Common Stock underlying the Newmont CDIs or PDIs through the Company’s CDI Depositary, CHESS Depositary Nominees Pty Ltd (“CDN”) and PDI Depositary, PNGCSD Nominee Limited (“PNGCSD”), respectively. Each holder of Newmont CDIs and PDIs may instruct CDN or PNGCSD (as applicable) to vote at the Annual Meeting on their behalf: online at www.investorvote.com.au or by contacting Computershare Australia (using the details on the Notice of Access Letter) to request a hard copy of the CDI voting or PDI voting form (as applicable) to be sent in the mail to their registered address. Holders of CDIs and PDIs are invited to attend the Annual Meeting but may not vote electronically during the Annual Meeting. For more detailed information, see the section entitled “General Information — Voting Your Shares — If you hold Newmont CDIs or PDIs.”

Voting online or by telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. For more detailed information on how to vote and applicable deadlines, see the section entitled “General Information — Voting Your Shares.”

By Order of the Board of Directors,

LOGAN HENNESSEY

Senior Vice President, Deputy General Counsel and Corporate Secretary

Denver, Colorado

March 26, 2026

TABLE OF CONTENTS