NEWMONT Corp /DE/
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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Sep 30, 2026 · Filed Oct 22, 2026
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard, which is filed as Exhibit 19 to this quarterly report on Form 10-Q for the period ended September 30, 2026.
In accordance with Rule 10b5-1 and the Company’s stock trading standard, directors, officers and certain employees who, at such time, are not in possession of material nonpublic information about the Company are permitted to enter into written plans that pre-establish the amounts, prices and dates, or formulas for determining the amounts, prices and dates, of future purchases or sales of the Company’s common stock, including shares acquired pursuant to the Company’s employee and director equity plans. Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan.
Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from the director or executive officer. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 trading plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and applicable holding requirements.
The use of these pre-established trading plans provides a structured and disciplined process through which executive officers may realize a portion of their earned equity compensation over time for purposes that may include tax obligations, personal financial planning and portfolio diversification, while maintaining meaningful stock ownership and alignment with stockholders. The plans are subject to the Company’s stock ownership and retention requirements and established approval and oversight processes.
As disclosed in our Annual Proxy Statement, the Company maintains stock ownership guidelines requiring executive officers to hold Newmont common stock with a value equal to a specified multiple of base salary (six times base salary for the Chief Executive Officer and three times base salary for other Executive Leadership Team executive officers), which generally must be achieved within five years of appointment as an executive officer. Based on current holdings and the assumptions used in the Company’s ownership-guideline analysis, following execution of the trading plans disclosed below, all members of the Executive Leadership Team are expected to continue to satisfy the applicable stock ownership guideline.
During the three months ended September 30, 2026, the following directors and executive officers adopted Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Each trading plan was adopted during an open insider trading window and in accordance with the Company’s standards on insider trading.
| Date of Adoption | Name | Title | Scheduled Outside Termination Date (1) | Maximum Shares Subject to Sale (2) |
|---|---|---|---|---|
| August 24, 2026 | Peter Wexler | Executive Vice President and Chief Legal Officer | May 3, 2028 | 13,378 |
| September 2, 2026 | Brian C. Tabolt | Executive Vice President and Chief Financial Officer | June 30, 2027 | 14,328 |
| September 3, 2026 | Mark Rodgers | Executive Vice President and Chief Operating Officer | December 31, 2027 | 27,169 |
| September 24, 2026 | Peter Toth | Executive Vice President and Chief Sustainability and Development Officer | February 29, 2028 | 23,196 |
| September 25, 2026 | David Thornton | Executive Vice President and Chief Technical Officer | February 29, 2028 | 10,480 |
| September 28, 2026 | Natascha Viljoen | President, Chief Executive Officer, and Director | February 29, 2028 | 60,000 |
| September 29, 2026 | David Fry | Executive Vice President, Project Development | February 29, 2028 | 10,200 |
(1)Each trading plan is subject to earlier termination in accordance with its terms.
(2)The amounts presented represent the maximum number of shares of common stock that may be sold pursuant to the terms of the applicable Rule 10b5-1 trading plan.
During the three months ended September 30, 2026, no director or executive officer terminated an existing Rule 10b5-1 trading arrangement oradopted orterminated a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.
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