HARMONY GOLD MINING CO LTD

As filed with the Securities and Exchange Commission on 30 October 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

OR

For the fiscal year ended 30 June 2026

OR

OR

Date of event requiring this shell company report

For the transition period from___ to___

Commission file number:001-31545

HARMONY GOLD MINING COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Republic of South Africa

(Jurisdiction of incorporation or organisation)

RANDFONTEIN OFFICE PARK, CNR WARD AVENUE AND MAIN REEF ROAD,

RANDFONTEIN, South Africa,1759

(Address of principal executive offices)

Shela Mohatla, Group Company Secretary

Tel:+27 11 411 2359, shela.mohatla@harmony.co.za, fax:+27 11 696 9734,

Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa,1759

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

• Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by this Annual Report

was 636,798,966 ordinary shares, with no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934. Yes ☐ No ☑

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their

obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes ☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-

T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition

of “large accelerated filer," "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use

the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting

Standards Codification after 5 April 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☑

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☑

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of

1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐ No☐

EXPLANATORY NOTE

This annual report includes a restatement of our consolidated financial statements for the fiscal years ended 30 June 2025

and 30 June 2024, which were included in our annual reports on Form 20-F for the fiscal years ended 30 June 2025 and

30 June 2024, filed with the U.S. Securities and Exchange Commission, or the SEC, on 31 October 2025 and 31 October 2024,

respectively. The restatement relates to the correction of errors. The first error related to the misstated alignment in algorithm

parameters in the mine planning and scheduling programme used at the Tshepong North, Tshepong South and Doornkop

operations, which affected the information used in the calculation of unit-of-production depreciation and related deferred

taxation, while the second error relates to the timing of recognition of payroll provisions and accruals.

Investors and other readers should rely only on the financial information and other related disclosures regarding the fiscal

year ended 30 June 2025 and 30 June 2024 in this annual report and in any future filings with the SEC (as applicable) and

should not rely on any previously issued or filed reports, press releases, presentations or similar communications containing

financial information and related disclosures regarding those reporting periods.

Accordingly, management has restated the group balance sheet, group income statement, group statement of

comprehensive income and group statement of changes in shareholders' equity for the fiscal years ended 30 June 2025 and

30 June 2024. The restatement had no impact on the group cash flow statement. However, the note reconciling cash generated

by operations has been updated to reflect the restated amounts for depreciation and movements in working capital relating to

trade and other payables.

As a result of the errors described above and the related restatement, management has identified a material weakness in

the Company’s internal control over financial reporting. In addition, management identified three other material weaknesses in

the Company’s internal control over financial reporting. Accordingly, management has concluded that the Company’s internal

control over financial reporting was not effective as of 30 June 2026 and that its disclosure controls and procedures were

likewise not effective as of 30 June 2026. Management has developed remediation plans to address each of the identified

material weaknesses.

See Note 38 "Restatement of comparative information"to the consolidated financial statementsset forth beginning on

page F-1 for details regarding the nature and impact of the identified errors and related restatement. See Item 15 "Controls and

Procedures” for further information regarding the identified material weaknesses and the remediation measures implemented, or

being implemented, to address those material weaknesses.

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