10-K 0001164727-26-000010 (2026-02-19) vs 10-K 0001164727-25-000011 (2025-02-21)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 32,182 |
17.8% |
| MD&A | Item 7 | 20,865 |
29.9% |
| Legal Proceedings | Item 3, via Note 24 – COMMITMENTS AND CONTINGENCIES | 3,922 |
38.4% |
| Accounting Policies | Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9,586 |
14.9% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 406 words changed in this paragraph; it is 66% similar to last year's version.
We have operations and conduct business in a number of jurisdictions, which may increase our susceptibility to sudden tax changes. For instance, a 12% export duty was imposed by the Argentina government in 2018, revised down to 8% thereafter, however, with the election of new government in 2023, the rate is now currently 0%. The state of New South Wales, Australia, passed 2023 legislation that imposes an increased stamp duty which materially affected the Newcrest transaction. Also in Australia, the Debt Deduction Creation Rules, introduced during 2024 and which will first apply to the 2025 year, could have the potential to limit the tax deductibility of intercompany interest expense. In the State of Zacatecas, Mexico, environmental taxes became effective in 2017 with little clarity on how the taxes are to be calculated. An ecological Ecological tax agreement was ratified in 2021 agreements were executed which provides provided clarity for 2021 to 2024, after which, the Company, along with other companies in the State of Zacatecas, will continue to need to engage with governmental authorities to understand how the environmental tax would be levied year-over-year. The current governmental authorities are currently seeking to renegotiate the scope and manner of tax calculation for purposes of the 2025 to 2027 tax period, which includes request for expansion of taxable volumes of extracted materials. The Company continues to engage with the government to align renewal terms with the prior agreements. However, if the change to tax extraction volumes is imposed by the government, it would result in significantly higher tax obligations and would materially impact financial results. With the expected election of state governor in 2027, a change in government authorities will also result in more uncertainty of this environmental tax calculation in future years. Also, in Mexico, a 2021 tax reform bill proposed federal passed which eliminated the tax benefit to offset mining fees on revenue generated from with mining which could impact our operations if passed. tax. Furthermore, a new Economic Plan for 2022 (the "Proposal") was enacted. While the changes under the Proposal plan are not substantive in nature (in the sense that they do not create new taxes or increase applicable rates), they may increase the future cost of our compliance and pose additional uncertainties in application of the law. law and further reforms could be proposed in the future. Further, the Mexican government has increased the Mining Tax mining tax rate from 7.5% to 8.5% 8.5%, and 0.5% to 1% for gold, silver, platinum sales, both effective on January 1, 2025. 2025, which remains in effect but subject to potential change in the future. In Australia, the policy of allowing mining companies to benefit from fuel tax credits has been under increasing pressure, any changes to related regulations would impact the Company. In the United States, at the federal and state level, regulatory changes which may be implemented in the area of tax reform remain uncertain and may adversely affect companies in the mining sector. For example, NGM could be impacted by the resolutions brought to the State of Nevada Legislature to amend the State Constitution to increase mining taxes. An example of this was the passing of Assembly Bill 495 in 2021 that results in a new excise tax on mining companies engaged in the business of extracting gold and silver in the state of Nevada. In 2024, Pillar II has been enacted in a number of countries. The Pillar II agreement was signed by 138 countries with the intent to equalize corporate tax around the world by implementing a global minimum tax of 15%. As Newmont primarily does business in jurisdictions with a tax rate greater than 15%, the Company does not anticipate a material impact to its financial statements. A number of changes in the laws, regulations and policies in PNG have recently been proposed or are currently being considered. See the risk factor under the heading “Our operations at Lihir and project at Wafi-Golpu in PNG are subject to political and regulatory risks and other uncertainties”. Taxation laws and other regulations of the jurisdictions in which we operate are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course. It is difficult to predict whether proposed changes to regulations will be passed or to what extent they will impact the Company. Any additional and/or unexpected taxes imposed on us could have a material and adverse impact on our Company. See also the risk factor under the heading “Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy” for a discussion of uncertainties and potential tax increases in connection with climate change considerations.
Source: Item 1A, 10-K 0001164727-26-000010 vs Item 1A, 10-K 0001164727-25-000011
MD&A 290 words changed in this paragraph; it is 32% similar to last year's version.
Akyem, Ghana. Peñasquito, Mexico. Gold production decreased 31% increased 39% primarily due to higher ore grade milled as a result of mine sequencing, higher mill recovery, and higher mill throughput. Gold equivalent ounces – other metals production decreased 27% primarily as a result of a change in GEO pricing, noted above, that had an unfavorable impact to the calculated gold equivalent ounces - other metals produced of 16%, as well as lower other metals produced of 11% as a result of lower ore grade milled, partially offset by higher mill throughput. milled due to mine sequencing. Costs applicable to sales per gold ounce increased 71% 19% primarily due to higher allocation of direct costs to gold as a drawdown result of stockpile inventory, the GEO price change, higher third-party workers participation costs, and higher third party and government royalties, partially offset by higher gold ounces sold and higher by-product credits. Costs applicable to sales per gold equivalent ounce – other metals increased 28% primarily due to lower gold equivalent ounces - other metals sold, higher workers participation costs and higher third party and government royalties, partially offset by lower allocation of direct costs to gold equivalent ounces - other metals as a result of the GEO price change and higher by-product credits. Depreciation and amortization per gold ounce increased 8% primarily due to higher allocation of costs to gold as a result of the GEO price change, partially offset by higher gold ounces sold. Depreciation and amortization per gold equivalent ounce decreased 34% – other metals increased 17% primarily due to cessation lower gold equivalent ounces - other metals sold, partially offset by lower allocation of depreciation and amortization costs to gold equivalent ounces - other metals as a result of classifying the asset as held for sale. GEO price change. All-in sustaining costs per gold ounce increased 50% 14% primarily due to higher costs applicable to sales per gold ounce, ounce. All-in sustaining costs per gold equivalent ounce – other metals increased 21% primarily due to higher costs applicable to sales per gold equivalent ounce - other metals, partially offset by lower reclamation spend treatment and lower sustaining capital spend. refining costs.
Source: Item 7, 10-K 0001164727-26-000010 vs Item 7, 10-K 0001164727-25-000011
Legal Proceedings 280 words changed in this paragraph; it is 57% similar to last year's version.
In December 2021, Cripple Creek & Victor Gold Mining Company LLC (“CC&V”, a wholly-owned subsidiary of the Company) entered into a Settlement Agreement (“Settlement Agreement”) with the Water Quality Control Division of the Colorado Department of Public Health and Environment (the “Division”) with a mutual objective of resolving issues associated with the new discharge permits issued by the Division in January 2021 for the Carlton Tunnel. The Carlton Tunnel was a historic tunnel completed in 1941 with the purpose of draining the southern portion of the mining district, subsequently consolidated by CC&V. CC&V has held discharge permits for the Carlton Tunnel since 1983, primarily to focus on monitoring, with the monitoring. The monitoring data accumulated since the mid-1970s indicating have indicated consistency in the water quality discharged from the Carlton Tunnel over time. In 2006, legal proceedings and work with the regulator confirmed that the water flowing out of the Carlton Tunnel portal is akin to natural spring water and did not constitute mine drainage. However, this changed with the January 2021 permit updates, when the regulator Water Quality Control Division of the Colorado Department of Public Health and Environment (the “Division”) issued new discharge permits in January 2021, the Division imposed new water quality limits. The A Settlement Agreement involves the evaluation of a reasonable and achievable timeline for treatment and permit compliance, acknowledging the lack of readily available technology, entered into by CC&V and the need to spend three years to study and select Division in December 2021 extended the technological solution, with three additional years to construct, bringing timeframe for full permit compliance to November 2027, and CC&V expressly reserved the November 2027 timeframe. right to challenge the need for a discharge permit in the first place. In 2022, the Company studied various interim passive water treatment options, reported the study results to the Division, and based on an evaluation of additional semi-passive options that involve the usage of power at the portal, updated the remediation liability to $20 in 2022. CC&V continues to study alternative long-term remediation plans for water discharged from the Carlton Tunnel, and is while also working continuing to work with regulators on to identify and implement the highest feasible alternative treatments. In June 2025, the Water Quality Control Commission agreed to site specific standards for CC&V and a Discharger Specific Variance ("DSV") for certain water quality standards. In January 2026, the Division issued a modification to identify highest feasible alternative treatment in the context, based on limits such as area topography. CC&V formally submitted its proposal CC&V's discharge permit to implement site specific standards for the certain water quality standards, and a DSV and compliance extension for certain other standards. Depending on the matter will plans that may ultimately be presented agreed with regulators, a material adjustment to the remediation liability may be required.
Source: Item 3, via Note 24 – COMMITMENTS AND CONTINGENCIES, 10-K 0001164727-26-000010 vs Item 3, via Note 25 – COMMITMENTS AND CONTINGENCIES, 10-K 0001164727-25-000011
Accounting Policies 222 words changed in this paragraph; it is 41% similar to last year's version.
As further response to the current market conditions, high inflation rates, the rising prices for commodities and raw materials, prolonged supply chain disruptions, competitive labor markets, and consideration of capital allocation, the The Company has chosen to continue deferring the investment decision for the Yanacocha Sulfides project. While the Company has had previously extended the timeline of the a full-funds decision, assessment of the project remains a priority in Peru as the Company continued to advance engineering and long-term procurement activities. decision for its Yanacocha Sulfides development project. The delay of the Yanacocha Sulfides project is was intended to focus funds on current operations and other capital commitments while management assesses assessed execution and project options, up to and including transitioning the Yanacocha operations into full closure. To During the extent that assessment determines that the project is no longer sufficiently profitable or economically feasible under the Company’s internal requirements, it would result in negative modifications to the Company's proven and probable reserves. Additionally, should year, the Company ultimately decide to forgo reassessed its strategy in Peru and is progressing mine closure activities while prioritizing other future development opportunities at Yanacocha ahead of any future re-evaluation of the Yanacocha Sulfides project, resulting in an indefinite deferral of the future development of Yanacocha Sulfides, this project and the current carrying value impairment of the balances included in assets under construction and other long-lived assets of deferred mine development for the Yanacocha operations could become impaired and the timing of certain closure activities would be accelerated. project. As of December 31, 2024, 2025, the Yanacocha operations have total long-lived assets of approximately $1,195, $374, inclusive of approximately $827 $78 of assets under construction related to Yanacocha Sulfides. the estimated sales value of project equipment. Refer to Note 7 for additional information on this impairment charge.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001164727-26-000010 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001164727-25-000011
Every change, by type
Sentences and paragraphs of NEM's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-21.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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,
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-19 at sec.gov ↗
RemovedRisk Factors
Mineral reserves and resources disclosed in this Form 10-K have been prepared in accordance with the Regulation S-K 1300. In 2021, the Company transitioned its approach to reporting and internal methodologies to take into account the required change from the SEC’s Industry Guide 7 to Regulation S-K 1300. To the extent that regulators adopt new requirements and issue or modify related guidance and interpretations in the future, it could result in changes to mineral reserve and mineral resource information.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
economic commitments, the Company may be prevented from pursuing certain development opportunities or may assume additional financial obligations, which may require new sources of capital.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
provide enhanced and/or alternative livelihood support. Despite the Company’s commitment to on-going engagement with communities and stakeholders, no assurances can be provided that increased stakeholder expectations will not result in adverse financial and operational impacts to the business, including, without limitation, operational disruption, increased costs, increased investment obligations, increased commitments to local and/or Indigenous communities with fiscal implications, and increased taxes and royalties payable to governments.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
standards can result in harm to employees, community members or trespassers, increase community tensions, reputational harm to Newmont or result in criminal and/or civil liability and/or financial damages or penalties.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
While no specific relief has been sought by the NSW EPA in its proceeding against Cadia Holdings before the NSW Land and Environment Court, the court can impose penalties.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
In addition, when governments struggle with deficits and concerns over the potential and actual effects of depressed economic conditions (which occurred in the past in connection with COVID-19 impacts), many of them have in the past, and may in the future, target the mining and metals sector in order to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries have implemented changes to their
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
Expectations regarding the planned divestment of assets held for sale are subject to risks and uncertainties. Based on a comprehensive review of the Company’s portfolio of assets, the Company announced a portfolio optimization program to divest six non-core assets and a development project in February 2024. While the Company concluded that these non-core assets and the development project met the accounting requirements to be presented as assets held for sale, there is a possibility that these assets may not be sold for more than one year from the date management committed to sell them, or that they may not be sold at all, due to events or circumstances beyond the Company's control. No assurances can be provided with respect to the satisfaction of closing conditions, including but not limited to entering into transition service agreements, the timing of closing of the transactions or receipt of contingent consideration in the future. While the Telfer/Havieron sale has closed, the terms of the agreement included deferred contingent cash consideration of up to $100. No assurance can be provided with respect to our receipt of such deferred consideration which may be payable to Newmont in cash through a gold price linked payment structure with a 50% price upside participation by Newmont in respect of gold produced from Havieron for five calendar years following the declaration of commercial production, subject to a hurdle gold price of $1,850/oz. The closing of the Akyem sale transaction remains pending as of the date of this report and is subject to the satisfaction of certain customary conditions precedent, including but not limited to, the purchaser obtaining certain filings, approvals, or registrations. Similarly, receipt of $900 in cash consideration for the Akyem sale transaction is subject to closing of the transaction, and an additional $100 in cash consideration may be paid after the earliest to occur of the ratification of the currently renewed Akyem East and West mining leases by the Parliament of Ghana, or the five-year anniversary of the closing date. Additionally, the Akyem sale includes an indemnification in which the Company will indemnify the buyer for losses up to $200 resulting from (i) non-ratification of the Akyem East and West mining leases by the Parliament of Ghana, for a five-year claim period; or (ii) government actions stopping operations within eight months of the transaction close. The purchase price payable at the closing is subject to adjustments for closing cash, working capital, inventory, finished goods inventory, and other customary purchase price adjustment items. The closing of the Musselwhite sale remains subject to no material adverse changes and completion of the pre-closing reorganization and key regulatory approvals, including the Canadian Competition Act. Similarly, receipt of $810 in cash consideration for the Musselwhite sale transaction is subject to closing of the transaction, and an additional $40 in cash consideration may be paid in two installments of $20 at the one- and two-year anniversary of the closing date, subject to certain hurdle gold price of $2,900/oz and $3,000/oz, respectively. The purchase price payable at the closing is subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. The closing of the Éléonore sale remains subject to no material adverse change and no transaction-related litigation, the completion of the pre-closing reorganization, and regulatory approvals, including the Canadian Competition Act. Similarly, receipt of $795 in cash consideration for the Éléonore sale transaction is subject to closing of the transaction subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. The closing of the CC&V sale remains subject to no material adverse change and no transaction-related litigation, the completion of the pre-closing reorganization, and regulatory approvals, including the Hart-Scott-Rodino Act review in the United States. Similarly, receipt of $100 in cash consideration for the CC&V sale transaction is subject to closing of the transaction, and an additional $175 in cash consideration may be paid in two equal installments upon certain regulatory approvals and finalization of remediation plans. Additionally, the CC&V sale includes an indemnification in which the Company will indemnify the buyer for 90% of closure costs over $500 with an opportunity to eliminate via a one-time payment. The purchase price payable at the closing is subject to adjustments for working capital, finished goods inventory, and other customary purchase price adjustment items. No assurances can be provided with respect to the timing of closing for these pending sales, receipt of contingent consideration payments in the future, or adjustments due to indemnification requirements or liabilities.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
The Company’s asset divestitures place demands on the Company’s management and resources, the sale of divested assets may not occur as planned or at all, and the Company may not realize the anticipated benefits of such divestitures.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
The divestiture process involves numerous risks, including significant costs and expenses such as transaction-related fees and potential tax liabilities. If we are unable to complete divestitures on favorable terms, or at all, our business, financial condition, and results of operations could be materially and adversely affected. The anticipated benefits of these divestitures, such as cost savings, and productivity improvements, depend on the efficient and effective transition of operations from Newmont to the asset purchasers. In addition, certain closing conditions rely on performance by the purchaser or third parties including government agencies. No assurances can be provided that the necessary government approvals will be obtained on acceptable terms, or at all, or that the other closing conditions will be satisfied in a timely manner or at all.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
Divestitures require the transition of systems and personnel, which may involve anticipated and unanticipated liabilities, costs, and the loss of key employees. Additionally, the transition process could disrupt existing relationships with suppliers, employees, customers, and other stakeholders. Demands will be placed on our managerial, operational, and financial personnel and systems to close these transactions, transition the assets, and provide transition services which may potentially extend for up to a year post closing. In the period between signing and closing, we are required to maintain an as-is state until transition. The resources required by the Company to effect and support the transition depend on the requirements of the purchaser. For example, we may be required to enter into transitional support agreements with the purchasers of these assets, which may require that we provide services and support in areas such as IT, procurement, human resources and finance. The transition process will likely involve, amongst other items,
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
transitioning contracts, licenses, software, and other physical assets, and assisting the purchasers in setting up system to be in a position to run the assets.
Read it in 10-K 2025-02-21 at sec.gov ↗
RewordedRisk Factors
Average gold prices for 2024 2025 were $2,386 $3,432 per ounce (2023: $1,941; 2022: $1,800), (2024: $2,386; 2023: $1,941), average copper prices for 2024 2025 were $4.15 $4.51 per pound (2023: $3.85; 2022: $3.99), (2024: $4.15; 2023: $3.85), average silver prices for 2024 2025 were $28.27 $40.03 per ounce (2023: $23.35; 2022: $21.73), (2024: $28.27; 2023: $23.35), average lead prices for 2024 2025 were $0.94 $0.89 per pound (2023: $0.97; 2022: $0.98), (2024: $0.94; 2023: $0.97), and average zinc prices for 2024 2025 were $1.26 $1.30 per pound (2023: $1.20; 2022: $1.58). (2024: $1.26; 2023: $1.20).
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
For example, in March 2021 and December 2022, the governor Governor of the Morobe Province commenced judicial review proceedings against the State of PNG, and in December 2022 a civil society group and certain residents of the areas surrounding areas of Wafi-Golpu, respectively, Wafi-Golpu commenced judicial review applications against their own litigation in relation to the State of PNG, same matter, each challenging the December 2020 grant of the environmental permit for Wafi-Golpu.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
In the event of lower gold, copper, silver, lead or zinc prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities, retire or service all outstanding debt, fund share repurchase programs and transactions and pay dividends could be significantly constrained.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Further, the Mexican government has increased the Mining Tax mining tax rate from 7.5% to 8.5% 8.5%, and 0.5% to 1% for gold, silver, platinum sales, both effective on January 1, 2025. 2025, which remains in effect but subject to potential change in the future.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
For example, operational and capital expenses are expected to increase in order to meet renewable portfolio standard requirements from current costs over the next 10 years in Australia, Canada, Mexico and the U.S. Carbon taxes, fuel switching and the transition to cleaner purchased power and/or on-site renewable energy generation will require significant upfront capital expenditures and may also increase operating costs.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
To the extent we hold or acquire interests in any joint ventures or enter into any joint ventures in the future, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
Any Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any such disagreement disagreements could have a material adverse effect on our interest in NGM, the business of NGM or the portion of our growth strategy related to NGM.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
A collective bargaining agreement expired in 2024 and in October 2024 Newmont Peñasquito and the National Union of Mining, Metallurgical, Metal, Steel, and Similar Allied Workers of Mexico the Mexican Republic (the Union) "Union") agreed on a new Collective Bargain Agreement (CBA) for 2024-2026, and negotiations for a new agreement is planned to commence in the first half of 2026 reflecting the mutual commitment of all parties.
Read it in 10-K 2026-02-19 at sec.gov ↗
RewordedRisk Factors
In addition, securities class action litigation is often sometimes brought against companies after periods of volatility in the market price of their securities, such as the putative securities class action filed in January 2025 asserting initially asserting, among other things, that statements we made from February 2024 to October 2024 in conjunction with our financial outlook from February 2024 to October 2024 were false or misleading, or failed to include material information (see Note 25 24 - Commitments and Contingencies of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this putative class action law suit).
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RewordedRisk Factors
Consequently, our future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new production sites or facilities may be less profitable than currently
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RewordedRisk Factors
In 2020, Newmont also announced plans to invest in climate change initiatives in support of this goal, and additional material Material investments and capital expenditures will be required in order to meet our climate targets in the future.
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Quiet changesRisk Factors
Any The outcome of such legal challenges may adversely impact the Wafi-Golpu permitting process.
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Quiet changesRisk Factors
In Suriname, the collective bargaining with the union for our Merian mine was entered into in 2023, and will expire expired in April 2025.
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Quiet changesRisk Factors
If political and regulatory trends continue in a manner that is increasingly less supportive of mining, it can will have an adverse impact on our operations and financial results.
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AddedMD&A
In October 2025, the Company declared commercial production at its Ahafo North project in Ghana resulting in classification 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 up to the date of commercial production. 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 further information.
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AddedMD&A
One of our reportable segments, NGM, is a joint venture that combined our and Barrick Mining Corporation’s (“Barrick”) respective Nevada operations, pursuant to the operating agreement entered into on July 1, 2019 between Barrick, Newmont and their wholly-owned subsidiaries party thereto (the “Nevada JV Agreement”). Barrick operates NGM with overall management responsibility and is subject to the supervision and direction of NGM’s Board of Managers, which is comprised of three managers appointed by Barrick and two managers appointed by Newmont. On January 26, 2026, we informed Barrick and the NGM Board of Managers that we had identified evidence of mismanagement at NGM, including diversion of resources from NGM to the benefit of Barrick’s wholly-owned property Fourmile and Barrick, and that we were exercising our contractual inspection and audit rights. On February 3, 2026, we sent Barrick a notice of default under the Nevada JV Agreement related to this conduct. Although we continue to work with Barrick to improve the performance of NGM and will take appropriate steps to address this matter, any such disagreements could have a material adverse effect on NGM and the Company. Refer to Item 1A, Risk Factors, for a discussion of risk factors related to our joint ventures.
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AddedMD&A
The Company completed the sale the assets of the Telfer reportable segment in the fourth quarter 2024, the sale of the CC&V, Musselwhite, and Éléonore reportable segments in the first quarter of 2025, the sale of the Akyem and Porcupine reportable segments in the second quarter of 2025, and the sale of the Coffee development project in the fourth quarter of 2025.
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AddedMD&A
The Revised Investment Agreement, under which Newmont previously operated in Ghana, expired on December 31, 2025. As a result, the previous maximum corporate income tax rate of 32.5% is now subject to a maximum corporate income tax rate of 35% and customs duties on imported goods used in mining operations ranging from 5% to 20% of the value of such items. Additionally, royalties were previously paid to the Government of Ghana under a sliding‑scale system, based on average monthly gold prices and ranging up to 5% of revenues, plus an additional 0.6% on any production from forest reserve areas. The sliding-scale royalty regime also expired on December 31, 2025. Effective January 1, 2026, royalties transitioned to a fixed 5% rate on gold production, with the additional 0.6% forest reserve royalty continuing to apply where applicable.
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AddedMD&A
The Government of Ghana is also entitled to receive 10% of a project’s net cash flow after reaching specific production milestones by receiving 1/9th of the total amount paid as dividends to Newmont parent. When the average quoted gold price exceeds $1,300 per ounce within a calendar year, an advance payment on these amounts of 0.6% of total revenues is required. Upon the expiration of the tax extension regime on December 31, 2025, dividends paid in addition to the carried interest will become subject to an 8% withholding tax. Also as a result of the agreement's expiration, Newmont is subject to a Growth and Sustainability Levy of 3% on gross revenue. As a result, the Company will also be exposed to future changes in fiscal, tax, and other related regulatory regimes in Ghana as they may be enacted from time to time. For instance, the Government of Ghana has announced plans to amend the country’s mineral royalty regime by replacing the flat 5% royalty rate, which became effective on January 1, 2026, with a sliding scale ranging from 5% to 12%, linked to prevailing gold prices. The proposed amendment was submitted to the Ghanaian Parliament on December 19, 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 currently remain uncertain.
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AddedMD&A
Excluding the impact of divested sites, Depreciation and amortization was in line with the same period in 2024.
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AddedMD&A
Advanced projects, research and development was $166, $197 and $200 for the years ended December 31, 2025, 2024, and 2023, respectively. Advanced projects, research and development decreased in 2025, compared to 2024, primarily due to the discontinuation of certain studies and lower consulting costs.
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AddedMD&A
General and administrative was $382, $442, and $299 for the years ended December 31, 2025, 2024, and 2023, respectively. General and administrative decreased in 2025, compared to 2024, primarily due to lower salaries and benefits resulting from a strategic plan committed by management in the third quarter of 2025 to streamline organization structure and reduce the Company's workforce, lower consulting costs, and lower charges resulting from the Newcrest transaction. The strategic plan was designed to reduce operating costs and advance the Company’s ongoing commitment to profitability and included streamlining the Company’s organizational structure, a reduction in workforce, and a reduction in office space in certain markets. Refer to Note 8 of the Consolidated Financial Statements for further information.
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AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act H.R. 1 was signed into law in the U.S. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company does not anticipate the bill will have a material impact on the financial statements.
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AddedMD&A
(1)Effective January 1 2025, the Company updated the metal prices utilized for the GEO calculation. Utilizing the updated 2025 pricing resulted in 317 thousand and 320 thousand fewer calculated "gold equivalent ounces - other metals" produced and sold, respectively, than would have been calculated using the 2024 pricing for the year ended December 31, 2025.
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AddedMD&A
(5)During the first quarter of 2025, mining and processing operations at the site were temporarily suspended due to safety events (the "Cerro Negro shutdowns"). Full operations resumed in April 2025. In the second quarter of 2024, the Company suspended operations at Cerro Negro to conduct a full investigation into the tragic fatalities of two members of the Newmont workforce on April 9, 2024. The site ramped up to full operations in June 2024.
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AddedMD&A
restrictions directly impact Cerro Negro's ability to repay intercompany debt to the Company. In the third quarter of 2024, certain restrictions were lifted or modified, allowing companies to repay intercompany debt in certain circumstances.
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RemovedMD&A
In the second half of 2024, the Company entered into a definitive agreement to sell the assets of the Telfer reportable segment, which closed in the fourth quarter 2024. As a result of the sale, a loss of $160 was recognized in Loss on assets held for sale. Additionally, in the fourth quarter of 2024 the Company entered into definitive agreements to sell the reportable segments of Akyem, Musselwhite, Éléonore, and CC&V and in January 2025 the Company entered into a definitive agreement to sell the Porcupine reportable segment. All of which are expected to close in the first half of 2025 and remained designated as held for sale at December 31, 2024.
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RemovedMD&A
The increase in Costs applicable to sales during the year ended December 31, 2024, compared to the same period in 2023, was further impacted by (i) an increase of $319 at Peñasquito due to reduced operations in 2023 as a result of the labor strike, (ii) a drawdown of inventory and higher royalties at Ahafo, Akyem and Yanacocha, (iii) higher equipment maintenance costs at Tanami, and (iv) higher contracted services and labor costs at Ahafo; partially offset by a decrease in Costs applicable to sales at Boddington and Cerro Negro due to lower production.
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RemovedMD&A
General and administrative expense was $442, $299, and $276 in 2024, 2023, and 2022, respectively. General and administrative expense increased in 2024, compared to 2023, primarily due to higher salaries and benefits, non-integration related consulting and other charges resulting from the Newcrest transaction, and higher travel costs during the year. General and administrative expense as a percentage of Sales was 2.4%, 2.5%, and 2.3% for 2024, 2023 and 2022 respectively.
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RemovedMD&A
Net income (loss) from discontinued operations was $68, $27, and $30 in 2024, 2023, and 2022, respectively. Net income (loss) from discontinued operations increased in 2024, compared to 2023, primarily due to the sale of the Batu and Elang contingent consideration assets, including the income tax benefit associated with a release of a valuation allowance on the capital loss carryforward in the U.S. Refer to Note 14 to the Consolidated Financial Statements for additional information.
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RemovedMD&A
(7)The Company acquired the remaining interest in Yanacocha in 2022, resulting in 100% ownership interest at December 31, 2022. The Company recognized amounts attributable to non-controlling interests for Yanacocha for the periods prior to acquiring 100% ownership. Refer to Note 1 to the Consolidated Financial Statement for further information.
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RemovedMD&A
Ghana. Our Ahafo and Akyem mines are located in Ghana and are USD functional currency entities. In 2021, the Bank of Ghana created a gold purchase program in the effort to stabilize the local currency and build up gold reserves through domestic gold purchases conducted in local currency at prevailing market rates. As the gold purchase program was voluntary, there was no significant impact to Ahafo. The majority of Ahafo’s activity has historically been denominated in USD; as a result, the devaluation of the Ghanaian cedi has resulted in an immaterial impact on our financial statements. Therefore, future devaluation of the Ghanaian cedi is not expected to have a material impact on our financial statements.
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RemovedMD&A
Suriname. Our Merian mine is located in Suriname and is a USD functional currency entity. In 2021, the Central Bank took steps to stabilize the local currency, while the government introduced new legislation to narrow the gap between government revenues
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RemovedMD&A
and spending. The measures to increase government revenue mainly consist of tax increases; however, Newmont and the Republic of Suriname have a Mineral Agreement in place that supersedes such measures. The Central Bank of Suriname adopted a controlled floating rate system, which resulted in a concurrent devaluation of the Surinamese dollar. The majority of Merian’s activity has historically been denominated in USD; as a result, the devaluation of the Surinamese dollar has resulted in an immaterial impact on our financial statements. Therefore, future devaluation of the Surinamese dollar is not expected to have a material impact on our financial statements.
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RemovedMD&A
We have a disciplined capital allocation strategy of maintaining financial flexibility to execute our capital priorities and generate long-term value for our stockholders. Consistent with that strategy, we aim to self-fund development projects and make strategic partnerships focused on profitable growth, while reducing our debt and returning cash to stockholders through dividends and share repurchases.
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RemovedMD&A
(2)In connection with the Newcrest transaction, the Company acquired bilateral bank facilities that were repaid in full in the first quarter of 2024. Additionally, the revolving credit facility was amended in February 2024 to increase the available borrowing capacity to $4,000. Refer to Note 20 to the Consolidated Financial Statements for further information.
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RemovedMD&A
For the years ended December 31, 2024, 2023, and 2022 we had Additions to property, plant and mine development as follows:
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RemovedMD&A
For the years ended December 31, 2024, 2023, and 2022, drilling and related costs capitalized and included in mine development costs were as follows:
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RewordedMD&A
Loss (Gain) loss on sale of assets held for sale (2) $ (1,066) 1,114 $ — $ — Impairment charges (3) 842 78 1,891 1,320 Newcrest transaction and integration costs (4) 72 464 — Reclamation and remediation charges (5) (71) 1,260 713 Change in fair value of investments and options (6) (4) (604) (62) 47 46 Settlement costs (7) 44 7 22 Restructuring and severance (8) (5) 186 38 24 4 (Gain) loss Loss (gain) on debt extinguishment (6) 101 (32) — Reclamation and remediation charges (7) (96) (71) 1,260 Loss (gain) on asset and investment sales (9) (8) 20 (35) 197 (35) Gain on debt extinguishment Settlement costs (9) 2 44 7 Newcrest transaction and integration costs (10) (32) — — 72 464 Pension settlements and curtailments (11) — 1 9 137 COVID-19 specific costs Other (12) 3 — 1 3 Other (13) — (5) (21) (4) Adjusted EBITDA $ 13,480 $ 8,675 $ 4,215 $ 4,550
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RewordedMD&A
Net cash provided by (used in) investing activities of continuing operations was $(2,855) in 2024, had an increase in cash used provided of $1,853 from $3,461 during the year ended December 31, 2023, 2025 compared to the same period in 2024, primarily due to lower the sales of non-core assets in 2025, including net maturities proceeds received of time deposits, higher $2,811 and a reduction in capital expenditures in 2024, and cash acquired of $405 as a result of the Newcrest transaction divestments, as well as an increase in 2023, partially offset by the proceeds received from the sale of the assets of Telfer in the fourth quarter of 2024. investments.
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RewordedMD&A
Payments Due by Period Contractual Obligations Total Current Non-Current Debt (1) $ 13,271 8,242 $ 1,321 239 $ 11,950 8,003 Finance lease and other financing obligations (2) 661 117 544 608 119 489 Remediation and reclamation liabilities (3) 11,613 1,042 10,571 Employee-related benefits (4) 974 236 738 9,894 922 8,972 Uncertain income tax liabilities and interest (4) 128 — 128 Employee-related benefits (5) 125 — 125 1,207 432 775 Operating leases and other obligations (6) 99 20 79 123 33 90 Minimum royalty payments (7) 61 48 13 29 29 — Purchase obligations (8) 1,233 441 792 836 380 456 Other (9) 517 223 294 392 213 179 $ 28,554 21,459 $ 3,448 2,367 $ 25,106 19,092
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RewordedMD&A
Gross before provisional pricing and streaming impact $ 15,701 19,067 $ 1,377 1,320 $ 724 846 $ 200 188 $ 691 699 Provisional pricing mark-to-market 105 — 14 (2) 8 274 119 177 (1) 3 Silver streaming amortization — — 91 84 — — Gross after provisional pricing and streaming impact 15,806 1,377 829 198 699 19,341 1,439 1,107 187 702 Treatment and refining charges (60) (50) (37) (3) (77) (1) (27) (4) (38) Net $ 15,746 19,304 $ 1,327 1,438 $ 792 1,080 $ 195 183 $ 622 664 Consolidated ounces/pounds sold (1)(2) 6,539 332 33 213 545 5,519 294 28 209 542 Average realized price (per ounce/pound):
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RewordedMD&A
(5)Excludes development expenditures of $8 at Red Chris, $12 Cadia, $4 at Peñasquito, $6 Tanami, $2 at Boddington, $39 at Ahafo South, $7 at Ahafo North $23 at Merian, $17 $24 at Cerro Negro, $3 $9 at Boddington, $21 Yanacocha, $17 at Tanami, $36 Peñasquito, $8 at Ahafo, $10 Red Chris, $11 at NGM, $70 and $72 at Corporate and Other, $4 at CC&V, $1 at Porcupine, $4 at Akyem, and $3 at Telfer, totaling $195 $224 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
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RewordedMD&A
(3) Gross before provisional pricing and streaming impact $ 2,401 3,455 $ 4.15 4.49 $ 22.05 30.49 $ 0.94 0.89 $ 1.27 1.30 Provisional pricing mark-to-market 16 50 0.40 6.37 — 0.42 (0.01) 0.02 — Silver streaming amortization — — 2.79 3.03 — — Gross after provisional pricing and streaming impact 2,417 4.15 25.26 0.93 1.29 3,505 4.89 39.89 0.89 1.30 Treatment and refining charges (9) (0.15) (1.13) (7) — (0.97) (0.02) (0.15) (0.07) Net $ 2,408 3,498 $ 4.00 4.89 $ 24.13 38.92 $ 0.91 0.87 $ 1.14 1.23
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RewordedMD&A
Reclamation and remediation adjustments during 2024 2025 primarily related to decrease spend increased cost estimates at Peñasquito resulting from updated risk assessments and the identification of additional uncertainties regarding long‑term tailings storage facility embankment stability, partially offset by a reduction in cost estimates at portions of the Yanacocha site that are no longer in production and with no expected substantive economic value (i.e., non-operating) as a result following the completion of updated cost estimates. several closure related studies.
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RewordedMD&A
Depreciation and amortization per gold ounce decreased 31% and Depreciation and amortization per gold equivalent ounce – other metals decreased 39% increased 17% primarily due to higher gold ounces sold and lower gold equivalent ounces - other metals sold respectively, sold, partially offset by lower allocation of costs to gold equivalent ounces - other metals as a result of the Peñasquito labor strike in 2023. GEO price change.
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RewordedMD&A
Net cash provided by (used in) financing activities was $(2,953) in 2024, had an increase in cash used of $1,350 from $4,087 during the year ended December 31, 2023, 2025 compared to the same period in 2024, primarily due to partial higher redemptions of certain senior notes debt and repurchases of common stock, partially offset by proceeds received from the issuance of debt and lower dividend payments stock in 2024. 2025.
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RewordedMD&A
(14)For the year ended December 31, 2024, Red Chris 2025, Cadia sold 26 82 thousand tonnes of copper, Boddington sold 24 thousand tonnes of copper, Peñasquito sold 33 28 million ounces of silver, 97 95 thousand tonnes of lead and 247 246 thousand tonnes of zinc, Boddington and Red Chris sold 37 thousand tonnes of copper, Cadia sold 84 thousand tonnes of copper, and Telfer sold 3 28 thousand tonnes of copper.
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RewordedMD&A
(7)Settlement costs, included (9)Primarily consists of litigation expenses and other settlements in Other expense, net, primarily represents 2025, wind-down and demobilization costs related to the French Guiana project in 2024; 2024, and costs related to additional employee related accruals as a result of the Australian Fair Work legislation in 2023; and a legal settlement and a voluntary contribution made to support humanitarian efforts included in Ukraine in 2022. Other expense, net.
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RewordedMD&A
Costs applicable to sales per gold equivalent ounce – other metals increased 20% 29% primarily due to lower gold equivalent ounces - other metals sold sold, higher government royalties, and higher equipment maintenance costs. allocation of direct costs to gold as a result of the GEO price change, partially offset by higher by-product credits.
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