NEWMONT Corp /DE/

Liquidity Overview

We have a disciplined capital allocation strategy of maintaining financial flexibility to execute our capital priorities and generate long-term value for our stockholders. The Company continues to experience the impacts from geopolitical and macroeconomic pressures. With the resulting volatile environment, we continue to monitor inflationary conditions, the effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions, as well as an uncertain and evolving labor market including tariff and regulatory changes. Depending on the duration and extent of the impact of these events, or changes in commodity prices, the prices for gold and other metals, and foreign exchange rates, we could continue to experience volatility; transportation industry disruptions could occur, including limitations on shipping produced metals; our supply chain could experience disruption; cost inflation rates could further increase; or we could incur credit related losses of certain financial assets, which could materially impact our results of operations, cash flows and financial condition.

As of December 31, 2025, we believe our available liquidity allows us to manage the short- and, possibly, long-term material adverse impacts of these events on our business. Refer to Note 2 to the Consolidated Financial Statements for further discussion on risks and uncertainties.

At December 31, 2025, the Company had $7,647 in Cash and cash equivalents. The majority of our cash and cash equivalents are invested in a variety of highly liquid and low-risk investments with original maturities of three months or less that are available to fund our operations as necessary. We may have investments in prime money market funds that are classified as cash and cash equivalents; however, we continually monitor the need for reclassification under the SEC requirements for money market funds, and the potential that the shares of such funds could have a net asset value of less than their par value. We believe that our liquidity and capital resources are adequate to fund our operations and corporate activities.

At December 31, 2025, $2,347 of Cash and cash equivalentswas held in foreign subsidiaries and is primarily held in USD denominated accounts with the remainder in foreign currencies readily convertible to USD. Cash and cash equivalents denominated in Argentine peso are subject to regulatory restrictions. Refer to Foreign Currency Exchange Rates above for further information. At December 31, 2025, $2,078 of consolidated Cash and cash equivalents was held at certain foreign subsidiaries that, if repatriated, may be subject to withholding taxes. We expect that there would be no additional tax burden upon repatriation after considering the cash cost associated with any potential withholding taxes.

We believe our existing consolidated Cash and cash equivalents, available capacity on our revolving credit facility, and cash generated from continuing operations will be adequate to satisfy working capital needs, fund future growth, meet debt obligations and meet other liquidity requirements for the foreseeable future. At December 31, 2025, our borrowing capacity on our revolving credit facility was $4,000 and we had no borrowings outstanding. We continue to remain compliant with covenants and do not currently anticipate any events or circumstances that would impact our ability to access funds available on this facility. Refer to Note 20 to the Consolidated Financial Statements for further information on our Debt.

Our financial position was as follows:

(1)During the first quarter of 2024, certain non-core assets were determined to meet the criteria for assets held for sale. As a result, the related Cash and cash equivalents was reclassified to Assets held for sale. At December 31, 2025, no amounts relating to Cash and cash equivalents and restricted cash remained in Assets held for sale. Refer to Note 3 to the Consolidated Financial Statements for additional information.

(2)Net debt is a non-GAAP financial measure. Refer to Non-GAAP Financial Measures, below.

Cash Flows

Net cash provided by (used in) operating activities of continuing operations had an increase in cash provided of $4,016 during the year ended December 31, 2025 compared to the same period in 2024, primarily due to the net increase in Sales largely resulting from higher average realized gold prices in 2025, partially offset by higher cash tax payments which is directly correlated to the increase in pre-tax income driven by the higher average realized gold prices. Refer to Consolidated Financial Results, above, for more information on Sales, and Note 10 to the Consolidated Financial Statements for more information on Income and mining tax benefit (expense).

Net cash provided by (used in) investing activities of continuing operations had an increase in cash provided of $3,461 during the year ended December 31, 2025 compared to the same period in 2024, primarily due to the sales of non-core assets in 2025, including net proceeds received of $2,811 and a reduction in capital expenditures of $405 as a result of the divestments, as well as an increase in proceeds received from the sale of investments. Refer to Notes 3 to the Consolidated Financial Statements for additional information.

Net cash provided by (used in) financing activities had an increase in cash used of $4,087 during the year ended December 31, 2025 compared to the same period in 2024, primarily due to higher redemptions of debt and repurchases of common stock in 2025. Refer to Note 20 to the Consolidated Financial Statements for additional information on our Debt transactions.

Capital Resources

In February 2026, the Board declared a dividend of $0.26 per share as part of its updated capital allocation framework. This new framework is designed to be sustainable through the commodity cycle while also focusing on return of capital to shareholders, maintaining a resilient balance sheet, and making prudent capital investments for long-term value. The declaration and payment of future dividends remains at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

In February 2024, the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to provide returns to stockholders, provided that the aggregate value of shares of common stock repurchased under the new program does not exceed $1 billion; this program has been completed. In October 2024, the Board of Directors authorized an additional $2 billion stock repurchase program to repurchase shares of outstanding common stock; this program has been completed. In July 2025, the Board of Directors authorized an additional $3 billion stock repurchase program to repurchase shares of outstanding common stock.

The program will be executed at the Company’s discretion, permits shares to be repurchased under a variety of methods, has no expiration date, may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock or to repurchase the full authorized amount. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future. Through the date of filing, we have executed and settled total trades of common stock repurchases under the previously authorized programs of $3,624, of which $2,303 was repurchased during the year ended December 31, 2025.

Capital Expenditures

Cash generated from operations is used to execute our capital priorities, which include sustaining and developing our global portfolio of long-lived assets. Our near-term development capital projects include Tanami Expansion 2 and Cadia Panel Caves.

These projects are being funded from existing liquidity and will continue to be funded from future operating cash flows. Capital costs are estimated to be between $1,700 and $1,800 for Tanami Expansion 2 with an expected commercial production date in the second half of 2027. Capital costs are estimated to be between $2,000 and $2,400 for the PC 2-3 and PC1-2 Cadia Panel Caves project with development capital costs expected to continue until 2029.

We consider sustaining capital as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations or related to projects at existing operations, where these projects will enhance production or reserves, are considered non-sustaining or development capital. The Company’s decision to reprioritize, sell or abandon a development project, which may include returning mining concessions to host governments, could result in a future impairment charge.

The Company continues to evaluate strategic priorities and deployment of capital to projects in the pipeline to ensure we execute on our capital priorities and provide long-term value to stockholders. Included in the Company's continuous evaluation is consideration of current market opportunities or pressures. Refer to Note 2 to the Consolidated Financial Statements for further discussion.

The Company had Additions to property, plant and mine development as follows:

(1)In the fourth quarter of 2025, the Ahafo North development project achieved commercial production resulting in designation as a reportable segment. Prior to declaration of commercial production, Ahafo North was classified as a development project and all activity was included in the Ahafo South reportable segment. Although not a reportable segment until the fourth quarter of 2025, the amounts related to Ahafo North have been reported separately for comparability purposes. Refer to Note 4 to the Consolidated Financial Statements for information.

(2)Refer to Note 3 to the Consolidated Financial Statements for information on the Company's divestitures.

For the year ended December 31, 2025, development projects primarily included Tanami Expansion 2, Ahafo North, Cadia Panel Caves, Red Chris Block Cave, Cerro Negro expansions projects, and the Goldrush Complex at NGM. Development capital costs

(excluding capitalized interest and capitalized depreciation and amortization) on our Tanami Expansion 2, Ahafo North, and Cadia Panel Caves projects since approval were $1,304, $900, and $516, respectively, of which $284, $284, and $268 related to the year ended December 31, 2025, respectively.

For the year ended December 31, 2024, development projects included Red Chris Block Caves, Pamour at Porcupine, Cerro Negro expansion projects, Yanacocha Sulfides, Tanami Expansion 2, Cadia Panel Caves, Phase 14A Wall construction at Lihir, Ahafo North, and Goldrush Complex at NGM.

For the year ended December 31, 2023, development projects included Pamour at Porcupine, Cerro Negro expansion projects Yanacocha Sulfides, Tanami Expansion 2, Cadia Panel Caves, Ahafo North, and the TS Solar Plant and Goldrush Complex at NGM.

The Company will from time to time enter into hedging relationships to mitigate variability in development capital spend denominated in foreign currency. The Company has entered into A$1,734 AUD-denominated fixed forward contracts, designated as foreign currency cash flow hedges, to mitigate variability in the USD functional cash flows related to the AUD-denominated capital expenditures related to the construction and development phase of the Tanami Expansion 2, Cadia Panel Caves, and Cadia Tailings projects expected to be incurred between October 2024 and December 2026. Refer to Note 14 to the Consolidated Financial Statements for further information.

For the years ended December 31, 2025, 2024, and 2023, sustaining capital includes capital expenditures such as tailings facility construction, infrastructure improvements, underground and surface mine development, capital component purchases, mining equipment, and reserves drilling conversion. Additionally, for the year ended December 31, 2023, sustaining capital included haul truck purchases for the Autonomous Haulage System at Boddington. The Company currently expects to incur higher annual sustaining capital spend over the next few years at our ongoing operations relative to historical amounts as we continue to advance the critical tailings work at Cadia and Boddington and strengthen operating efficiency across our portfolio.

Refer to Note 4 to our Consolidated Financial Statements and Non-GAAP Financial Measures, "All-In Sustaining Costs", below, for further information.

Debt

Debt and Corporate Revolving Credit Facilities. The Company from time to time will redeem its outstanding senior notes ahead of their scheduled maturity dates utilizing Cash and cash equivalents. Additionally, depending upon market conditions and strategic considerations, we may choose to refinance debt in the capital markets. We generally expect to be able to fund maturities of debt from Net cash provided by (used in) operating activities, existing cash balances, and available credit facilities.

In 2025, the Company completed debt extinguishments comprised of (i) a $2 billion debt tender consisting of partial redemptions of certain senior notes, (ii) the full redemption of the outstanding 2026 Senior Notes, and (iii) the partial redemption of certain other senior notes through open market repurchases. As a result of these redemptions, the company recognized a loss on extinguishment of $101 for the year ended December 31, 2025, recognized in Other income (loss), net.

Debt Covenants. Our senior notes and revolving credit facilities contain various covenants and default provisions including payment defaults, limitations on liens, leases, sales and leaseback agreements, merger restrictions, limiting the sale of all or substantially all of our assets, certain change of control provisions, and a negative pledge on certain assets. Additionally, the corporate revolving credit facility contains a financial ratio covenant requiring us to maintain a net debt (total debt net of Cash and cash equivalents) to total capitalization ratio of less than or equal to 62.50%.

At December 31, 2025, we were in compliance with all existing debt covenants and provisions related to potential defaults.

Letters of Credit and Other Guarantees. We have off-balance sheet arrangements of $1,943 of outstanding surety bonds, bank letters of credit and bank guarantees (refer to Note 24 to the Consolidated Financial Statements). At December 31, 2025, none of the $4,000 corporate revolving credit facility was used to secure the issuance of letters of credit.

For further information on our Debt, refer to Note 20 to the Consolidated Financial Statements.

Co-Issuer and Supplemental Guarantor Information. The Company filed a shelf registration statement with the SEC on Form S-3 under the Securities Act, of 1933, as amended, which enables us to issue an indeterminate number or amount of common stock, preferred stock, depository shares, debt securities, guarantees of debt securities, warrants and units (the “Shelf Registration Statement”). Under the Shelf Registration Statement, our debt securities may be guaranteed by Newmont USA Limited (“Newmont USA”), one of our consolidated subsidiaries.

Newmont and Newcrest Finance, as issuers, and Newmont USA, as guarantor, are collectively referred to herein as the "Obligor Group."

These guarantees are full and unconditional, and none of our other subsidiaries guarantee any security issued and outstanding. The cash provided by operations of the Obligor Group, and all of its subsidiaries, is available to satisfy debt repayments as they become due, and there are no material restrictions on the ability of the Obligor Group to obtain funds from subsidiaries by dividend, loan, or otherwise, except to the extent of any rights, noncontrolling interests, foreign currency or regulatory restrictions limiting repatriation of cash. Net assets attributable to noncontrolling interests were $175 at December 31, 2025. All noncontrolling interests relate to non-guarantor subsidiaries.

Newmont and Newmont USA are primarily holding companies with no material operations, sources of income or assets other than equity interest in their subsidiaries and intercompany receivables or payables. Newcrest Finance is a finance subsidiary with no material assets or operations other than those related to issued external debt. Newmont USA’s primary investments are comprised of its 38.5% interest in NGM. For further information regarding these and our other operations, refer to Note 4 to the Consolidated Financial Statements and Results of Consolidated Operations within Part II, Item 7, MD&A.

In addition to equity interests in subsidiaries, the Obligor Group’s balance sheets consisted primarily of the following intercompany assets, intercompany liabilities, and external debt. The remaining assets and liabilities of the Obligor Group are considered immaterial at December 31, 2025.

Newmont USA's subsidiary guarantees (the “subsidiary guarantees”) are general unsecured senior obligations of Newmont USA and rank equal in right of payment to all of Newmont USA's existing and future senior unsecured indebtedness and senior in right of payment to all of Newmont USA's future subordinated indebtedness. The subsidiary guarantees are effectively junior to any secured indebtedness of Newmont USA to the extent of the value of the assets securing such indebtedness.

At December 31, 2025, Newmont USA guaranteed $5,051 of the $5,108 in total Obligor Group external debt. Under the terms of the subsidiary guarantees, holders of Newmont’s securities subject to such subsidiary guarantees will not be required to exercise their remedies against Newmont before they proceed directly against Newmont USA.

Newmont USA will be released and relieved from all its obligations under the subsidiary guarantees in certain specified circumstances, including, but not limited to, the following:

•upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of Newmont USA (other than to Newmont or any of Newmont’s affiliates);

•upon the sale or disposition of all or substantially all the assets of Newmont USA (other than to Newmont or any of Newmont’s affiliates); or

•upon such time as Newmont USA ceases to guarantee more than $75 aggregate principal amount of Newmont’s debt (at December 31, 2025, Newmont USA guaranteed $517 aggregate principal amount of debt of Newmont that did not contain a similar fall-away provision).

Newmont’s debt securities are effectively junior to any secured indebtedness of Newmont to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all debt and other liabilities of Newmont’s non-guarantor subsidiaries. At December 31, 2025, (i) Newmont’s total consolidated indebtedness was approximately $5,589, none of which was secured (other than $474 of Lease and other financing obligations), and (ii) Newmont’s non-guarantor subsidiaries had $9,133 of total liabilities (including trade payables, but excluding intercompany, external debt, and reclamation and remediation liabilities), which would have been structurally senior to Newmont’s debt securities.

For further information on our Debt, refer to Note 20 to the Consolidated Financial Statements.

Contractual Obligations

Our contractual obligations at December 31, 2025 are summarized as follows:

(1)Debt includes principal of $5,343 on senior notes and estimated interest payments of $2,899 on senior notes, assuming no early extinguishment.

(2)Finance lease and other financing obligations includes finance lease payments of $608.

(3)Mining operations are subject to extensive environmental regulations in the jurisdictions in which they operate. Pursuant to environmental regulations, we are required to close our operations and reclaim and remediate the lands that operations have disturbed. The estimated undiscounted cash outflows of these Reclamation and remediation liabilities are reflected here. For more information regarding reclamation and remediation liabilities, refer to Note 6 to the Consolidated Financial Statements.

(4)We are unable to reasonably estimate the timing of our uncertain income tax liabilities and interest payments due to uncertainties in the timing of the effective settlement of tax positions.

(5)Contractual obligations for Employee-related benefits include severance, workers’ participation, pension and other benefit plans. Pension plan and other benefit payments beyond 2035 cannot be reasonably estimated given variable market conditions and actuarial assumptions and are not included.

(6)Operating lease and other obligations includes operating lease payments of $123.

(7)Minimum royalty payments are related to continuing operations and are presented net of recoverable amounts.

(8)Purchase obligations are not recorded in the Consolidated Financial Statements. Purchase obligations represent contractual obligations for purchase of power, materials and supplies, consumables, inventories and capital projects.