Added10-Q 2026-10-22 vs 10-K 2026-02-19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. (in millions, except share and per share data)
NEMNewmont
- Headquarters
- Denver, CO
- CEO
- Natascha Viljoen
- Next results
- around Feb 18, 2027
22 paragraphs in Risk Factors of the 10-K filed Feb 19, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 23 Materials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
At the beginning of the third quarter of 2025, management committed to a strategic plan designed to reduce operating costs and continue to advance the Company’s ongoing commitment to profitability, which included streamlining its organizational structure and a reduction of the Company’s workforce and office space in certain markets. Such initiatives involve expenses primarily relating to employee severance, consulting costs, and other restructuring charges. Cost saving estimates are based on a number of assumptions, including compliance with local legal requirements across jurisdictions. Actual costs, timing, and benefits may differ from current estimates as the Company continues to assess the full scope of the impact arising from, or related to, the workforce reduction and operating model changes. There can be no assurance that the expected cost reductions or operational efficiencies will be realized within the anticipated timeframe, or at all.
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It is possible that certain of our other current or former operations, projects or exploration locations in the U.S. could be designated as a superfund site in the future, exposing us to potential liability under CERCLA.
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Merian was able to obtain a Legal Title (the right of leasehold, which is a surface right) to facilitate the expansion of its tailings storage facility (TSF2). This title was granted by the Republic of Suriname in early 2025 under certain conditions as well as commitments to the local community in the area. To maintain this Legal Title in good legal standing, including its extension in due time, it remains important to adhere to the conditions related to the granting of this surface right as well as community commitments in relation to this surface right.
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Although security measures have been implemented by the Company to protect employees, community members, property and assets, such measures will not guarantee that such civil disturbances and criminal activities will not continue to occur in the future, or result in harm to employees, community members or trespassers, decrease operational efficiency or construction delays, increase community tensions or result in liabilities or reputational harm to Newmont. Security incidents, in the future, may have a material adverse effect on our operations, development projects, exploration and reclamation activities, especially if criminal activity and violence escalate. Such incidents may halt or delay production, increase operating costs; result in harm to employees, contractors,
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concentrations below the Australian Drinking Water Guidelines values. The majority of the instances of non-compliance from both Cadia Holdings’ and the NSW EPA’s sampling programs showed that such instances of non-compliance were influenced by building and plumbing materials.
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Physical risks related to extreme weather events such as extreme precipitation, flooding, longer wet or dry seasons, flooding and drought conditions, increased temperatures, sea level rise, landslides, mine flooding, tsunami, geysers and outbursts, avalanches, landslides, wildfires or brushfires, or more severe storms may have financial implications for the business. In particular, the effects of
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caving, although the likelihood of this is lower. Excessive water ingress, disturbance and the presence of fine materials may also give rise to unplanned releases of material of varying properties and of water through drawbells. Cadia recorded sudden unplanned releases of both dry fine ore material and wet mud material through drawbells in 2023. In addition, in June 2025 two fall of ground incidents occurred in the access way to the underground work area of a non-producing project at the Red Chris Mine in British Columbia, Canada.
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The government of Suriname has amended its immigration laws such that business visas can no longer be used for rotational expatriates, and a residence permit will be required from Q4 2025 on. The process and requirements for approval of residence permits have also been heightened. The restrictions on expatriates may impact our ability to hire and retain skilled and experienced workers for core technical roles. Additionally, collective agreement negotiations has been protracted for eighteen months as at December 2025 and currently at the mediation board stage. Inability for both parties to reach agreement poses risk of labor unrest, strikes and business continuity. See "Risks Related to Our Workforce" for additional information on labor risks.
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6 more
Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana’s Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana. The tenure of the Revised Investments Agreement is linked to the mining leases. The financial and tax stability periods established by such agreements expired on December 31, 2025 which results in loss of tax advantages and tax protection. Upcoming Regulatory changes in the mining law, the royalties, and the local content enhancement provides exposures for the future.
Ghana is showing signs of economic recovery from the worsening socioeconomic conditions in recent years. The recovery has been marked by decline in inflation from 23.8% in December 2024 to 5.4% in December 2025; the Ghana cedi has appreciated by 29% year-to-date as of December 2025; building up of international reserves and renewed investor confidence. Ghana’s sovereign credit ratings have recently been upgraded by Fitch, S&P, and Moody's reflecting the progress being made in its economic recovery. In spite of the positive economic recovery, the country continues to be under the IMF program for support, signaling progress but not completely out of the conditions that got Ghana to seek an IMF support program. The Government continues to be under pressure for more revenue generation, keeping in place levies such as the Growth and Sustainability Levy (introduced in 2023) and the Emissions Levy and VAT on electricity. The Government of Ghana has announced plans to amend the country’s mineral royalty regime by replacing the current maximum 5% royalty rate with a sliding scale ranging from 5% to 12%, linked to prevailing gold prices. The
proposed amendment was submitted to Parliament in December 2025, and is expected to be considered when parliamentary sessions resume in early February 2026. If enacted, the revised royalty framework could increase the Company’s operating costs at its Ghanaian operations, particularly during periods of higher gold prices. The timing, final structure, and implementation mechanisms of the proposed regime remain uncertain.
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In January 2026 the Argentinian province of Santa Cruz enacted the 90/10 employment law with the goal to ensure that local residents receive the majority of jobs in key industries, including mining. If required to comply, Newmont’s operations in the Santa Cruz Province would be required to employ 90% of its workforce from the Santa Cruz Province. Exceptions may be provided, subject to government discretion, and there is no guarantee this requirement can be met due to the lack of local technical resources.
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Our Peñasquito operation has in the past, and may in the future, be affected significantly and adversely by social, political, regulatory, or economic developments in Mexico. A wide range of general and industry-specific Mexican federal and state environmental laws and regulations apply to our operations. These laws and regulations are often difficult and costly to comply with and carry substantial penalties for non-compliance. For example, in the State of Zacatecas, Mexico, environmental taxes became effective in 2017 with little clarity on how the taxes are to be calculated. The Company, along with other companies in the State of
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Newmont’s global operations create exposure to U.S. and international trade, sanctions, and export control risks. As a U.S.-headquartered company, Newmont must comply with U.S. trade laws worldwide, as well as applicable local regulations. These risks stem from cross-border movement of mineral, equipment, technology, services, capital, and data, often involving third parties. Trade compliance failures may result in legal exposure, financial penalties, operational disruption, reputational damage, and restricted access financial systems or markets.
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Unanticipated litigation or negative developments in pending litigation or with respect to other contingencies may adversely affect our financial condition and results of operations.
We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties. Developments in these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our business, financial position and/or results of operations. For further detailed discussion of litigation, please refer to Note 24 to the Consolidated Financial Statements.
Similar paragraph at 1 of 23 other Materials companies: MOSRead in the 10-K ↗
The Company completed a series of asset divestments in recent years, including the sale of the Telfer reportable segment in the fourth quarter of 2024, the sale of the CC&V, Musselwhite, and Éléonore reportable segments in the first quarter of 2025, the sale of the Porcupine and Akyem reportable segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025. In addition, the Company has entered other asset and business transactions in prior periods that include continuing indemnification, guarantee, or contingent payment obligations.
For recent completed divestments certain portions of the total consideration remain deferred, and the Company has continuing obligations under various sale agreements. Deferred payments are subject to future events and conditions outside of the Company’s control, including but not limited to regulatory approvals and the gold price. For example, deferred consideration for the sale of CC&V consists of $175 payable in two installments of $87.5 upon certain regulatory approvals. Deferred consideration for the sale of Musselwhite consists of $40 payable in two installments of $20 on the first and second year anniversary of the close date, dependent on the average spot gold price over the respective period. There can be no assurance that the Company will receive all such deferred amounts when due, or at all, or that such payments will not be delayed, reduced, or disputed by purchasers.
Any failure to realize the expected benefits of transactions, delays or shortfalls in receipt of deferred consideration, or the crystallization of retained liabilities or indemnification claims could materially and adversely affect the Company’s results of operations, cash flows, and overall financial condition. No assurances can be provided with respect to the timing or receipt of contingent consideration payments in the future, or adjustments due to indemnification requirements or liabilities.
We are subject to ongoing indemnification and other retained liabilities from both recent and historical transactions.
The Company is subject to certain indemnifications, guarantees, and obligations in connection with both recent divestitures and prior transactions, including those related to reclamation, remediation and closure costs, environmental liabilities, tax matters, regulatory actions, or other historical obligations. For example, the recent CC&V sale agreement includes an indemnification provision pursuant to which the Company will indemnify the buyer for 90% of certain closure costs over $500 related to the Company’s historical mining activities with no limitation to the maximum potential future payments. See Note 2 (under the heading Indemnification Liabilities) and Note 3 (under the heading Divestitures) the Consolidated Financial Statements for additional information. In 2025, the Company also completed the sale of the Akyem, including Newmont Golden Ridge Limited (“NGRL”). In the case of an adverse final judgment against NGRL pursuant to a non-appealable governmental order, if any, in connection with the Constitutional case described in Note 24 to the Consolidated Financial Statements, Newmont would be required to indemnify the buyer for certain fines, penalties, and disgorgements.
It is not always possible to estimate the Company's maximum exposure under these indemnifications or guarantees due to the conditional nature of these obligations. For indemnifications provided in sales agreements, a portion of the sale proceeds is allocated to these residual obligations and accounted for as a contingent liability, which adjusts the gain or loss that would otherwise result from the transaction. The subsequent accounting for the liability depends on the nature of the underlying obligation and subsequent developments that affect the likelihood or magnitude of the risk. Indemnification liabilities are reduced as the Company is released from risk under the obligation. However, purchasers or counterparties may pursue an indemnification claim triggered by future events outside the Company’s control, including events arising long after the completion of the underlying transaction, which may also result in interest and penalties. For example, in 2020, Newmont completed the sale of Continental Gold, which included indemnification against future tax assessments related to the transaction, subject to the conditions of the agreement. In 2025, Newmont was notified of a potential indemnification claim from the buyer, which remains uncertain and subject to the outcome of related tax and legal proceedings, as well as a determination on the applicability of the indemnity. An adverse determination by the relevant tax authority against the buyer could result in a significant liability. Indemnity obligations, if applicable, may require future payments and could adversely affect the Company’s financial position.
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New in the latest 10-Q
24 paragraphs in the 10-Q filed Oct 22, 2026 with nothing like them in the 10-Q filed Jul 23, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
There were 1,039,193,185 shares of common stock outstanding on October 15, 2026.
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• Portfolio updates: In August 2026, the Company and Barrick Mining Corporation ("Barrick") reached an agreement under which Barrick's Fourmile and the Company's Fiberline and Mike development properties will be contributed to the Nevada Gold Mines joint venture. The Company also agreed to make a $1.95 billion cash payment to Barrick within 30 days following the contribution of the Fourmile development property. The contributions are expected to occur in the fourth quarter of 2026 and result in a gain.
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Financial statements and notes
On August 10, 2026, the Company and Barrick Mining Corporation ("Barrick") amended the Nevada Gold Mines ("NGM") joint venture arrangement. Pursuant to the amended agreement, certain previously excluded properties, including Barrick's Fourmile development property and the Company's Fiberline and Mike development properties, are to be contributed to NGM. The Company also agreed to contribute $ 1.95 billion in cash within 30 days following the contribution of the Fourmile development property. The agreement also includes enhancements to the governance provisions of the NGM joint venture, resolves all outstanding disputes between the Company and Barrick relating to NGM, and provides for the Company's consent to Barrick's proposed initial public offering of certain assets.
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The contribution of the three development properties to NGM is expected in the fourth quarter of 2026, at which time the Company will recognize its 38.5 % interest in Fourmile based on the consideration transferred, which will include the cash payment to Barrick and 61.5 % of the fair value of Fiberline and Mike. As Fiberline and Mike have no carrying value prior to their contribution, the Company expects to recognize a gain upon completion of the transaction.
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(1) The addition to remediation for the nine months ended September 30, 2026 was primarily related to project execution delays and revised productivity assumptions for Phase 3 closure activities at the Midnite Mine. The addition to reclamation for the nine months ended September 30, 2025 was primarily related to NGM, as a result of higher water management costs and higher mercury storage and disposal costs at the Carlin mine. The addition to remediation for the nine months ended September 30, 2025 was primarily related to higher water management costs and project execution delays at the Midnite Mine.
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(1) Includes a gain of $39 related to the completed sale of a historical mine site that was in the closure phase and was previously included within Corporate and Other.
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Assets Liabilities Fair value at December 31, 2025 $ 202 $ — Fair value changes in Other comprehensive income (loss) (29) 3 Settlements (1) (20) — Fair value at September 30, 2026 $ 153 $ 3
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Assets Liabilities Fair value at December 31, 2024 $ 142 $ 6 Acquired through divestments (2) 168 — Fair value changes in Other comprehensive income (loss) 56 (1) Fair value changes in Other income (loss), net (2) — Fair value at September 30, 2025 $ 364 $ 5
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to the Company. On September 17, 2026, the ATO filed an appeal against the Court's orders. The appeal is expected to be heard by the Full Federal Court in 2027.
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On August 10, 2026, the Company and Barrick Mining Corporation ("Barrick") amended the Nevada Gold Mines ("NGM") joint venture arrangement. Pursuant to the amended agreement, certain previously excluded properties, including Barrick's Fourmile development property and the Company's Fiberline and Mike development properties, are to be contributed to NGM. The Company also agreed to contribute $1.95 billion in cash within 30 days following the contribution of the Fourmile development property. The agreement also includes enhancements to the governance provisions of the NGM joint venture, resolves all outstanding disputes between the Company and Barrick relating to NGM, and provides for the Company's consent to Barrick's proposed initial public offering of certain assets.
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The contribution of the three development properties to NGM is expected in the fourth quarter of 2026, at which time the Company will recognize its 38.5% interest in Fourmile based on the consideration transferred, which will include the cash payment to Barrick and 61.5% of the fair value of Fiberline and Mike. As Fiberline and Mike have no carrying value prior to their contribution, the Company expects to recognize a gain upon completion of the transaction.
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The Company is also advancing the Red Chris Block Cave project in British Columbia, Canada. The feasibility study is nearing completion, with a full funds investment decision, subject to Board approval, expected in early 2027.
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As of September 30, 2026, there have been no material changes to the Company’s contractual obligations and other material cash requirements disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025, outside of the ordinary course of business and the Company’s agreement to make a one-time cash payment of $1.95 billion to Barrick Mining Corporation within 30 days following the contribution of certain properties to Nevada Gold Mines. The Company expects to satisfy the payment using available sources of liquidity. Refer to Note 1 to the Condensed Consolidated Financial Statements for additional information.
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Other information
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.
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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
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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.
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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.
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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.
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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.
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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 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
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(1) Each trading plan is subject to earlier termination in accordance with its terms.
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(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.
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During the three months ended September 30, 2026, no director or executive officer terminated an existing Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.
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Item 6
22 Subsidiary Co-Issuer and Subsidiary Guarantor. Incorporated by reference to Exhibit 22 to Registrant’s Form 10-K filed with the Securities and Exchange Commission on February 19, 2026.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 22, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes from the risk factors previously described under Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Part II, Item 1A, Risk Factors of our Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026. The risks described therein are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.
Added10-Q 2026-10-22 vs 10-K 2026-02-19
(1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase programs described in (2) below; and (ii) shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 9,677 shares, 608 shares, and 576 shares for the fiscal months of July, August, and September 2026, respectively. Subsequent to the end of the covered period, the Company repurchased 3.9 million additional shares at an average price of $116 per share pursuant to a Rule 10b5-1 plan for a total amount of $9,241 repurchased as of the date of filing under the stock repurchase programs described in (2) below.
Reworded10-Q 2026-10-22 vs 10-K 2026-02-19
The Company’s share repurchase program 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.
Work on NEM in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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