Newmont Corporation: 10-K Risk Factor Changes

2026 vs 2025  ·  SEC EDGAR  ·  2026-05-10
⚠ AI-Generated

The summary below was generated by an AI language model and may contain errors or omissions. All other content on this page is deterministically extracted from the original SEC EDGAR filing.

Newmont substantially refined its trade compliance risk disclosure by replacing three separate risk factors related to export controls, asset sales, and divestitures with four more integrated and operationally-focused risks that emphasize trade/sanctions exposure, litigation contingencies, retained liabilities, and deferred consideration - reflecting a shift from compliance-centric to business continuity language. The eight modified risks indicate material evolution in how Newmont frames operational challenges, particularly around commodity price sensitivity, cost inflation, geopolitical exposure (especially Suriname), and employee relations, though the core risk categories remain largely consistent with 44 unchanged factors.

✓ Deterministic extraction — no AI-generated data

Classification is based on semantic text similarity scoring and may include approximations. “No match” means no high-confidence textual match was found — not necessarily that a section was removed.

4
New Risks
3
Removed
8
Modified
44
Unchanged
🟢 New in Current Filing

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.

Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our…

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Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our program includes preventive and detective controls, employee training, and a robust third-party screening and ongoing monitoring program. Despite these efforts, our internal controls, policies, and procedures may not detect or prevent all violations of trade compliance laws, and we could be held accountable for misconduct, errors, or failures by employees, affiliates, agents, or third-party partners. We conduct investigations and evaluations in response to credible allegations of noncompliance, and may take remedial actions, including, where applicable, voluntary disclosures to authorities. Violations or allegations of trade compliance breaches could result in significant investigation costs, sanctions, litigation, loss of licenses, and reputational damage, which may materially impact our financial condition, operations, and the market value of our common shares.

🟢 New in Current Filing

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…

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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. 47 47 47 Table of Contents Table of Contents

🟢 New in Current Filing

We may not receive any or all deferred or contingent consideration for divested assets.

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…

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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.

🟢 New in Current Filing

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,…

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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.

🔴 No Match in Current Filing

Our business is subject to U.S. export control laws, economic sanctions, and other international trade compliance regulations with extraterritorial reach. A breach or violation of these laws could lead to substantial sanctions, civil and criminal prosecution, fines, penalties, litigation, loss of licenses or permits, and other collateral consequences, including reputational harm.

This section from the 2025 filing does not have a high-confidence textual match in the 2026 filing. It may have been removed, merged, or substantially reworded.

Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our…

View 2025 text

Export control laws, economic sanctions and international trade compliance regulations are always changing. As such, we have established a trade compliance program that includes policies, standards, and procedures, designed to ensure compliance with these regulations. Our program includes preventive and detective controls, employee training, and a robust third-party screening and ongoing monitoring program. Despite these efforts, our internal controls, policies, and procedures may not detect or prevent all violations of trade compliance laws, and we could be held accountable for misconduct, errors, or failures by employees, affiliates, agents, or third-party partners. Additionally, in the context of our recent acquisition of Newcrest in November 2023, prior compliance mechanisms and monitoring efforts by Newcrest may not have adequately prevented or detected all violations of applicable trade compliance laws. We 45 45 45 Table of Contents Table of Contents conduct investigations and evaluations in response to credible allegations of noncompliance, and may take remedial actions, including, where applicable, voluntary disclosures to authorities. Violations or allegations of trade compliance breaches could result in significant investigation costs, sanctions, litigation, loss of licenses, and reputational damage, which may materially impact our financial condition, operations, and the market value of our common shares.

🔴 No Match in Current Filing

Assets held for sale may not ultimately be divested and we may not receive any or all deferred consideration.

This section from the 2025 filing does not have a high-confidence textual match in the 2026 filing. It may have been removed, merged, or substantially reworded.

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…

View 2025 text

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.

🔴 No Match in Current Filing

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.

This section from the 2025 filing does not have a high-confidence textual match in the 2026 filing. It may have been removed, merged, or substantially reworded.

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…

View 2025 text

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. 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, 48 48 48 Table of Contents Table of Contents 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. There can be no assurance that our systems, procedures, and controls will be adequate to support the transitional services and associated complexities. Challenges or delays in the successful transition of services could have an adverse effect on our operating results and financial condition. Certain closing conditions may require that the Company be liable for limited specific performance post-closing of the divested business or otherwise be exposed to greater-than-anticipated liabilities, including liabilities if a purchaser fails to honor its commitments. These factors may impact the value attributable to or derived from the divested business.

🟡 Modified

Our Merian operation in Suriname is subject to political, security and economic risks.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Suriname is faced with high debts to foreign creditors, significant inflation rates and has experienced, and may in the future experience, a hyperinflationary economy."
  • Reworded sentence: "The government of Suriname passed a new law to introduce Value Added Tax, which came into effect in 2023 and has drastically increased the cost of living and negatively impacts the purchasing power of the residents of Suriname, including our employees."
  • Reworded sentence: "However, in 2021, the government made requests for prepayment of taxes and special solidarity payments in light of budgetary concerns, it is possible that the government may request changes to the mineral agreement in the future."
  • Reworded sentence: "See the risk factor under the heading “Future funding requirements may affect our business, our ability to pay cash dividends or our ability to engage in share repurchase transactions.” Earlier in this section under “Risks Related to Our Business.” 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."

Current (2026):

We hold a 75% interest in the Merian gold mine (“Merian”) in the mid-eastern part of Suriname. Suriname has experienced political instability and uncertainty in the past which may continue in future years. Suriname is faced with high debts to foreign creditors, significant…

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We hold a 75% interest in the Merian gold mine (“Merian”) in the mid-eastern part of Suriname. Suriname has experienced political instability and uncertainty in the past which may continue in future years. Suriname is faced with high debts to foreign creditors, significant inflation rates and has experienced, and may in the future experience, a hyperinflationary economy. Significant devaluation of the Surinamese dollar against the U.S. dollar in recent years has resulted in an increase of the prices of certain goods and services within Suriname, including without limitation, the price of fuel, which had been subsidized by successive governments. The government of Suriname passed a new law to introduce Value Added Tax, which came into effect in 2023 and has drastically increased the cost of living and negatively impacts the purchasing power of the residents of Suriname, including our employees. These impacts and negative economic trends can cause social unrest, which may present risks for our operations in Suriname. Operations and development in Suriname are governed by a mineral agreement with the Republic of Suriname. The mineral agreement was approved by parliament and requires approval by parliament to change. However, in 2021, the government made requests for prepayment of taxes and special solidarity payments in light of budgetary concerns, it is possible that the government may request changes to the mineral agreement in the future. While the government is generally considered by the Company to be mining friendly, it is possible that the current or future government may adopt substantially different policies, make changes in taxation treatment or regulations, take arbitrary action which might halt operations, increase costs, or otherwise impact mining and exploration rights and/or permits, any of which could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and/or financial condition. The government of Suriname previously exercised an option to participate in a fully-funded 25 percent equity ownership stake in Merian. Suriname manages its participation through Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), a Surinamese corporation with the Republic of Suriname as sole stockholder. If Staatsolie does not have sufficient funds or borrowing ability to make their capital commitments in accordance with the terms of the partnership agreement, our operations in Suriname could be impacted. See the risk factor under the heading “Future funding requirements may affect our business, our ability to pay cash dividends or our ability to engage in share repurchase transactions.” Earlier in this section under “Risks Related to Our Business.” 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.

View prior text (2025)

We hold a 75% interest in the Merian gold mine (“Merian”) in the mid-eastern part of Suriname. Suriname has experienced political instability and uncertainty in the past which may continue in future years. Suriname is faced with high debts to foreign creditors, significant inflation rates and has experienced a hyperinflationary economy. Significant devaluation of the Surinamese dollar against the U.S. dollar in recent years has resulted in an increase of the prices of certain goods and services within Suriname, including without limitation, the price of fuel, which had been subsidized by successive governments. The government of Suriname recently passed a new law to introduce Value Added Tax, which came into effect on January 1, 2023 and has drastically increased the cost of living and negatively impacts the purchasing power of the residents of Suriname, including our employees. These impacts and negative economic trends can cause social unrest, which may present risks for our operations in Suriname. Operations and development in Suriname are governed by a mineral agreement with the Republic of Suriname. The mineral agreement was approved by parliament and requires approval by parliament to change. However, in 2021, the government made requests for prepayment of taxes and special solidarity payments in light of budgetary concerns, it is possible that the government may 39 39 39 Table of Contents Table of Contents request changes to the mineral agreement in the future. While the government is generally considered by the Company to be mining friendly, it is possible that the current or future government may adopt substantially different policies, make changes in taxation treatment or regulations, take arbitrary action which might halt operations, increase costs, or otherwise impact mining and exploration rights and/or permits, any of which could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and/or financial condition. The government of Suriname previously exercised an option to participate in a fully-funded 25 percent equity ownership stake in Merian. Suriname manages its participation through Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), a Surinamese corporation with the Republic of Suriname as sole stockholder. If Staatsolie does not have sufficient funds or borrowing ability to make their capital commitments in accordance with the terms of the partnership agreement, our operations in Suriname could be impacted. See the risk factor under the heading “Future funding requirements may affect our business, our ability to pay cash dividends or our ability to engage in share repurchase transactions.” Earlier in this section under “Risks Related to Our Business”.

🟡 Modified

Waste Rock and Tailings Management

high match confidence

Sentence-level differences:

  • Reworded sentence: "It may also subject us to civil and/or criminal action, penalties and claims from environmental and planning regulators and/or affected third parties, and may lead to the suspension or disruption of our 30 30 30 Table of Contents Table of Contents operations and projects."

Current (2026):

Our gold and copper mining and ore refining/metals extraction processes generate waste by-products such as waste rock (managed in waste rock dumps or, in the case of Lihir, harbor waste rock platforms and permitted barge dumping locations) and tailings (managed by the use of…

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Our gold and copper mining and ore refining/metals extraction processes generate waste by-products such as waste rock (managed in waste rock dumps or, in the case of Lihir, harbor waste rock platforms and permitted barge dumping locations) and tailings (managed by the use of tailings storage facilities, lacustrine deposition in the case of Brucejack or deep sea tailings placement in the case of Lihir and as proposed at Wafi-Golpu). Tailings storage facilities are constructed progressively throughout the life of the mine to support increasing capacity requirements. If there is a failure in the integrity of a tailings storage facility, there is a risk that tailings or large volumes of water and/or potentially contaminating materials may be released and cause material harm to human health and/or the environment downstream of the facility. Such an occurrence could severely damage our reputation and materially adversely impact our operating results and financial condition. It may also subject us to civil and/or criminal action, penalties and claims from environmental and planning regulators and/or affected third parties, and may lead to the suspension or disruption of our 30 30 30 Table of Contents Table of Contents operations and projects. See also risk factor under the heading "Our operations and projects are dependent on the availability of sufficient water supplies and subject to water-related risk."

View prior text (2025)

Our gold and copper mining and ore refining/metals extraction processes generate waste by-products such as waste rock (managed in waste rock dumps or, in the case of Lihir, harbor waste rock platforms and permitted barge dumping locations) and tailings (managed by the use of tailings storage facilities, lacustrine deposition in the case of Brucejack or deep sea tailings placement in the case of Lihir and as proposed at Wafi-Golpu). Tailings storage facilities are constructed progressively throughout the life of the mine to support increasing capacity requirements. If there is a failure in the integrity of a tailings storage facility, there is a risk that tailings or large volumes of water and/or potentially contaminating materials may be released and cause material harm to human health and/or the environment downstream of the facility. Such an occurrence could severely damage our reputation and materially adversely impact our operating results and financial condition. It may also subject us to civil and/or criminal action, penalties and claims from environmental and planning regulators and/or affected third parties, and may lead to the suspension or disruption of our operations and projects. For example, in December 2023 at our now divested Telfer operation in Western Australia, cracking and sinkholes were detected on an internal embankment of the site’s TSF. Upon detection, the Company suspended its processing operations and a prohibition notice limiting the use of the facility was issued by the local regulator, which was lifted in September 2024 following completion of remediation works. See also risk factor under the heading "Our operations and projects are dependent on the availability of sufficient water supplies and subject to water-related risk."

🟡 Modified

Increased operating and capital costs could affect our profitability.

high match confidence

Sentence-level differences:

  • Added sentence: "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."
  • Added sentence: "Such initiatives involve expenses primarily relating to employee severance, consulting costs, and other restructuring charges."
  • Added sentence: "Cost saving estimates are based on a number of assumptions, including compliance with local legal requirements across jurisdictions."
  • Added sentence: "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."
  • Added sentence: "There can be no assurance that the expected cost reductions or operational efficiencies will be realized within the anticipated timeframe, or at all."

Current (2026):

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for…

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Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses, and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow. Our operational costs, including, without limitation, labor costs, can be impacted by inflation. Certain of our operations are located in countries that have in the past experienced high rates of inflation, such as in Argentina, Suriname, and Ghana. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, copper, silver, lead or zinc). A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow. We could have significant increases in capital and operating costs over the next several years in connection with new projects, costs related to closure reclamation activities, and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the profitability of and cash flow generated from existing operations, as well as the economic returns anticipated from new projects. Significantly higher and sustained increases in operational costs or capital expenditures could result in the deferral or closure of projects and mines in the event that costs become prohibitive. 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.

View prior text (2025)

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses, and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow. Our operational costs, including, without limitation, labor costs, can be impacted by inflation. Certain of our operations are located in countries that have in the past experienced high rates of inflation, such as in Argentina, Suriname, and Ghana. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, copper, silver, lead or zinc). A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow. We could have significant increases in capital and operating costs over the next several years in connection with new projects, costs related to closure reclamation activities, and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the profitability of and cash flow generated from existing operations, as well as the economic returns anticipated from new projects. Significantly higher and sustained increases in operational costs or capital expenditures could result in the deferral or closure of projects and mines in the event that costs become prohibitive.

🟡 Modified

New or changing legislation and tax risks in certain operating jurisdictions could negatively affect us.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Ecological tax agreements were executed which provided clarity for 2021 to 2024, after which, the Company, along with other companies in the State of Zacatecas, continue to need to engage with governmental authorities to understand how the environmental tax would be levied year-over-year."
  • Reworded sentence: "As Newmont primarily does business 39 39 39 Table of Contents Table of Contents in jurisdictions with a tax rate greater than 15%, the Company does not anticipate a material impact to its financial statements."
  • Reworded sentence: "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."

Current (2026):

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…

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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. Ecological tax agreements were executed which provided clarity for 2021 to 2024, after which, the Company, along with other companies in the State of Zacatecas, 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 passed which eliminated the tax benefit to offset mining fees with mining tax. Furthermore, a new Economic Plan for 2022 was enacted. While the changes under the 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 and further reforms could be proposed in the future. Further, the Mexican government has increased the mining tax rate from 7.5% to 8.5%, and 0.5% to 1% for gold, silver, platinum sales, both effective on January 1, 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 39 39 39 Table of Contents Table of Contents 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.

View prior text (2025)

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 tax agreement was ratified in 2021 which provides clarity for 2021 to 2024, after which, the Company, along with other companies in the State of Zacatecas, will need to engage with governmental authorities to understand how the environmental tax would be levied year-over-year. Also, in Mexico, a 2021 tax reform bill proposed federal fees on revenue generated from mining which could impact our operations if passed. Furthermore, a new Economic Plan for 2022 (the "Proposal") was enacted. While the changes under the Proposal 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. Further, the Mexican government has increased the Mining Tax rate from 7.5% to 8.5% effective on January 1, 2025. 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.

🟡 Modified

Our business depends on good relations with our employees.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Certain regions in which we operate, including Latin America and Caribbean, have witnessed notable trends in labor relations, including increasing emphasis on workers' rights and labor protections."
  • Reworded sentence: "At December 31, 2025, various unions represented approximately 26.6% of our employee workforce worldwide."
  • Reworded sentence: "Although 99.8% of eligible employees accepted the new fixed term contract and received severance for their years of service, following implementation of the new employment model, the two unions requested and were granted new collective bargaining certificates from Ghana’s Chief Labor Officer for bargaining rights for the class of workers to be represented."
  • Reworded sentence: "In Suriname, the collective bargaining with the union for our Merian mine was entered into in 2023, and expired in April 2025."

Current (2026):

Production at our mines is dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees. Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in…

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Production at our mines is dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees. Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production that could adversely affect us. For example, in recent years, there have been work stoppages by miners represented by unions at our Peñasquito, Cerro Negro and Merian mines, which have disrupted operations. Certain regions in which we operate, including Latin America and Caribbean, have witnessed notable trends in labor relations, including increasing emphasis on workers' rights and labor protections. Governments and civil society organizations have been advocating for improved labor standards, wages and working conditions, leading to the implementation of new labor laws and regulations in a number of jurisdictions. Additionally, collective bargaining has gained prominence as a means to negotiate and secure favorable terms for workers. At December 31, 2025, various unions represented approximately 26.6% of our employee workforce worldwide. In 2022, Newmont implemented a new employment model in Ghana converting permanent employees into two-year fixed term contracts. Although 99.8% of eligible employees accepted the new fixed term contract and received severance for their years of service, following implementation of the new employment model, the two unions requested and were granted new collective bargaining certificates from Ghana’s Chief Labor Officer for bargaining rights for the class of workers to be represented. The two unions are litigating for bargaining rights to be determined based on verification of membership numbers resulting in targeted efforts to increase membership and a writ of summons was issued by the Ghana Mine Workers Union and the suit is ongoing. In Peru, our two labor agreements expire in 2026 and 2027. In Suriname, the collective bargaining with the union for our Merian mine was entered into in 2023, and expired in April 2025. The negotiations with the union commenced in December 2024 and are currently at the mediation stage. In Argentina two collective agreements will be due for renewal in the first half of 2026. In Mexico, following negotiations, we reached a profit sharing agreement in 2022 whereby union represented workforce will participate in uncapped profit-sharing bonus up to 10%, which resulted in increased labor costs. A collective bargaining agreement expired in 2024 and in October 2024 Newmont Peñasquito and the National Union of Mining, Metal, Steel, and Allied Workers of the Mexican Republic (the "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. Red Chris has a unionized workforce and has a collective agreement in place from April 2025 until April 2029. One provision of the Red Chris CBA is still being resolved through arbitration. A new employee enterprise agreement was negotiated at Cadia in 2025, with a nominal expiry date in 2029. A failure to successfully enter into new contracts or resolve ongoing union complaints could result in future labor disputes, work stoppages or other disruptions in production that could adversely affect our operations and financial performance. Future disputes at the Company’s operations, projects or joint ventures may not be resolved without disruptions.

View prior text (2025)

Production at our mines is dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees. Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production that could adversely affect us. For example, in recent years, there have been work stoppages by miners represented by unions at our Peñasquito, Cerro Negro and Merian mines, which have disrupted operations. Certain regions in which we operate, including Central and Latin America, have witnessed notable trends in labor relations, including increasing emphasis on workers' rights and labor protections. Governments and civil society organizations have been advocating for improved labor standards, wages and working conditions, leading to the implementation of new labor laws and regulations in a number of jurisdictions. Additionally, collective bargaining has gained prominence as a means to negotiate and secure favorable terms for workers. At December 31, 2024, various unions represented approximately 30.4% of our employee workforce worldwide. In 2022, Newmont implemented a new employment model in Ghana converting permanent employees into two-year fixed term contracts. Although 99.8% of eligible employees accepted the new fixed term contract and, received severance for their years of service, following implementation of the new employment model, the two unions requested and were granted new collective bargaining certificates from Ghana’s Chief Labor Officer for bargaining rights for the class of workers to be represented. The two unions are litigating for bargaining rights to be determined based on verification of membership numbers resulting in targeted efforts to increase 42 42 42 Table of Contents Table of Contents membership and a writ of summons was issued by the Ghana Mine Workers Union and the suit is ongoing. In Peru, our two labor agreements expire in 2026 and 2027. In Suriname, the collective bargaining with the union for our Merian mine was entered into in 2023, and will expire in 2025. In Argentina where there are three district unions; one union has an expired agreement and another has an agreement in place until 2024. In Timmins, Ontario, we renegotiated a five-year collective bargaining agreement for our Porcupine mine with the United Steelworkers Union in October 2023, which will be in effect through October 2028. In Mexico, following negotiations, we reached a profit sharing agreement in 2022 whereby union represented workforce will participate in uncapped profit-sharing bonus up to 10%, which will result in increased labor costs in the future. A collective bargaining agreement expired in 2024 and in October 2024 Newmont Peñasquito and the National Union of Mining, Metallurgical, Steel, and Similar Workers of Mexico (the Union) agreed on a new Collective Bargain Agreement (CBA) for 2024-2026, reflecting the mutual commitment of all parties. Red Chris has a unionized workforce and has a collective agreement in place from April 2023 until April 2025. One provision of the Red Chris Collective Bargaining Agreement (“CBA”) is still being resolved through arbitration. There is an existing employee enterprise agreement in place at Cadia with a nominal expiry date in 2025. A failure to successfully enter into new contracts or resolve ongoing union complaints could result in future labor disputes, work stoppages or other disruptions in production that could adversely affect our operations and financial performance. Future disputes at the Company’s operations, projects or joint ventures may not be resolved without disruptions.

🟡 Modified

A substantial or extended decline in gold, copper, silver, lead or zinc prices would have a material adverse effect on us.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Average gold prices for 2025 were $3,432 per ounce (2024: $2,386; 2023: $1,941), average copper prices for 2025 were $4.51 per pound (2024: $4.15; 2023: $3.85), average silver prices for 2025 were $40.03 per ounce (2024: $28.27; 2023: $23.35), average lead prices for 2025 were $0.89 per pound (2024: $0.94; 2023: $0.97), and average zinc prices for 2025 were $1.30 per pound (2024: $1.26; 2023: $1.20)."
  • Reworded sentence: "Historically, the commodity markets have been very volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future."

Current (2026):

Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central…

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Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central banks; •Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals; •The relative strength of the U.S. dollar; •The monetary policies employed by the world’s major Central Banks; •The fiscal policies employed by the world’s major industrialized economies; •Expectations of the future rate of inflation; •Interest rates; •Recession or reduced economic activity in the United States, Australia, China, India and other industrialized or developing countries; •Decreased industrial, jewelry, base metal or investment demand; •Increased import and export taxes; •Increased supply from production, disinvestment and scrap; •Forward sales by producers in hedging or similar transactions; •Availability of cheaper substitute materials; and •Changing investor or consumer sentiment, including in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternatives and other factors. Average gold prices for 2025 were $3,432 per ounce (2024: $2,386; 2023: $1,941), average copper prices for 2025 were $4.51 per pound (2024: $4.15; 2023: $3.85), average silver prices for 2025 were $40.03 per ounce (2024: $28.27; 2023: $23.35), average lead prices for 2025 were $0.89 per pound (2024: $0.94; 2023: $0.97), and average zinc prices for 2025 were $1.30 per pound (2024: $1.26; 2023: $1.20). Prices are obtained from the London Bullion Market Association for gold and silver and the London Metal Exchange for copper, lead and zinc. Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. Historically, the commodity markets have been very volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital, and on the quantities of reserves that the Company can economically produce. Refer to Note 2 to the Consolidated Financial Statements for further information. In addition, sustained lower gold, silver, copper, zinc or lead prices can: 17 17 17 Table of Contents Table of Contents •Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that become uneconomic at sustained lower metal prices; •Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record write downs related to the carrying value of its stockpiles and ore on leach pads; •Halt or delay the development of new projects; •Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and •Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

View prior text (2025)

Our business is dependent on the prices of gold, copper, silver, lead and zinc, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include: •Gold sales, purchases or leasing by governments and central banks; •Speculative short positions taken by significant investors or traders in gold, copper, silver, lead, zinc or other metals; •The relative strength of the U.S. dollar; •The monetary policies employed by the world’s major Central Banks; •The fiscal policies employed by the world’s major industrialized economies; •Expectations of the future rate of inflation; •Interest rates; •Recession or reduced economic activity in the United States, Australia, China, India and other industrialized or developing countries; •Decreased industrial, jewelry, base metal or investment demand; •Increased import and export taxes; •Increased supply from production, disinvestment and scrap; •Forward sales by producers in hedging or similar transactions; •Availability of cheaper substitute materials; and •Changing investor or consumer sentiment, including in connection with transition to a low-carbon economy, investor interest in crypto currencies and other investment alternatives and other factors. Average gold prices for 2024 were $2,386 per ounce (2023: $1,941; 2022: $1,800), average copper prices for 2024 were $4.15 per pound (2023: $3.85; 2022: $3.99), average silver prices for 2024 were $28.27 per ounce (2023: $23.35; 2022: $21.73), average lead prices for 2024 were $0.94 per pound (2023: $0.97; 2022: $0.98), and average zinc prices for 2024 were $1.26 per pound (2023: $1.20; 2022: $1.58). Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold, copper, silver, lead or zinc. We have recorded impairments in the current year and may experience additional impairments in future years as a result of lower gold, copper, silver, lead or zinc prices. In addition, sustained lower gold, silver, copper, zinc or lead prices can: •Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that become uneconomic at sustained lower metal prices; •Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record write downs related to the carrying value of its stockpiles and ore on leach pads; •Halt or delay the development of new projects; 16 16 16 Table of Contents Table of Contents •Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and •Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

🟡 Modified

Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina and labor unrest.

high match confidence

Sentence-level differences:

  • Reworded sentence: "With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024 and 2025."
  • Added sentence: "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."
  • Added sentence: "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."
  • Added sentence: "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."
  • Reworded sentence: "Collective agreements for two Unions are due for negotiations in the first quarter of 2026."

Current (2026):

With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024 and 2025. Although inflation was drastically reduced, it still is at a high level and will remain as a challenge. In October 2025, the…

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With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024 and 2025. Although inflation was drastically reduced, it still is at a high level and will remain as a challenge. In October 2025, the National Government won the mid-term elections which considerably increased its representation in Congress, giving the Government more power to push the reforms in 2026. Despite this result, there continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at the provincial level in Santa Cruz where our Cerro Negro mine is located. Argentina’s central bank instituted a number of foreign currency controls in an effort to stabilize the local currency. Although some flexibility has been introduced, major restrictions and controls remain in place. For information on Argentina’s foreign currency controls and their effect on our operations, see the section titled “Foreign Currency Exchange Rates” in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation. 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. In recent years, we experienced work stoppages by miners represented by unions at the Cerro Negro Mine. Disruptions may arise again in the future with the unions at the Cerro Negro mine that could adversely affect access to, and operations at, the Cerro Negro Mine. Collective agreements for two Unions are due for negotiations in the first quarter of 2026. For more information see the risk factor under the heading “Our business depends on good relations with our employees.”

View prior text (2025)

With the election of a new President at the end of 2023, the economic environment in Argentina has experienced stabilization during 2024. Although inflation was drastically reduced, it still is at a high level and will remain as a challenge for 2025. There continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at the provincial level in Santa Cruz where our Cerro Negro mine is located. Argentina’s central bank instituted a number of foreign currency controls in an effort to stabilize the local currency. Although some flexibility has been introduced, major restrictions and controls remain in place. For information on Argentina’s foreign currency controls and their effect on our operations, see the section titled “Foreign Currency Exchange Rates” in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation. In recent years, we experienced work stoppages by miners represented by unions at the Cerro Negro Mine. Disruptions may arise again in the future with the unions at the Cerro Negro mine that could adversely affect access to, and operations at, the Cerro Negro Mine. For more information see the risk factor under the heading “Our business depends on good relations with our employees.” 40 40 40 Table of Contents Table of Contents

🟡 Modified

Our operations at Ahafo South and Ahafo North in Ghana are subject to political, economic and other risks.

medium match confidence

Sentence-level differences:

  • Removed sentence: "The financial and tax stability periods established by such agreements expire as early as 2025 for Ahafo and 2027 for Akyem."
  • Reworded sentence: "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."
  • Reworded sentence: "In January 2025, the Minerals Commission published the 6th edition of the Local Procurement List which includes a prohibition on mining by mining lease holders and requiring surface mining operations to be outsourced to companies with 100% Ghanaian stockholders and directors and underground operations to be outsourced to companies with 50% Ghanaian stockholders and directors."

Current (2026):

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…

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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 41 41 41 Table of Contents Table of Contents 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. Other risks include impacts to supply chain, restrictions and local procurement requirements under local content regulations. In January 2025, the Minerals Commission published the 6th edition of the Local Procurement List which includes a prohibition on mining by mining lease holders and requiring surface mining operations to be outsourced to companies with 100% Ghanaian stockholders and directors and underground operations to be outsourced to companies with 50% Ghanaian stockholders and directors. The Ghana Chamber of Mines, of which Newmont is a member, is reviewing the list and continues to engage the government to revise its position on this prohibition on owner mining. Additionally, there is a risk of increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. The government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which the Company has tenure rights, but no active operations, impacting the Company’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact our operations in Ghana.

View prior text (2025)

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 financial and tax stability periods established by such agreements expire as early as 2025 for Ahafo and 2027 for Akyem. The tenure of the Revised Investments Agreement is linked to the mining leases. The Akyem mining leases, which were due to expire in January 2025, were renewed in September 2024 and are currently pending ratification in Parliament. The Republic of Ghana has experienced worsening socioeconomic conditions in recent years. The Ghanaian cedi has experienced significant depreciation with inflation accelerating to 54.1% at the end of 2022. Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt. Efforts in early 2023 to put in place a domestic debt exchange program have faced setbacks from pension funds and by individual bond holders leading to amended terms. Continued economic recession and/or unfavorable macroeconomic indicators have also resulted in pressures from the Government of Ghana to obtain more revenue and benefits from mining companies on the back of anti-mining sentiment and perceived inequities that the industry is not contributing its fair share. To address budgetary deficits, the Government of Ghana initiated measures to generate additional revenue from the mining industry and other sectors of the economy as it attempted to increase revenue collection through various tax audits and investigations, proposed new fees, increased revenue and tax initiatives and other vehicles, such as the Growth and Sustainability Levy, and in 2024, Emissions Levy and VAT on electricity. While the second half of 2023 experienced an improvement in the macroeconomic situation with inflation reducing to 23.2% in December 2023 and 23.8% in December 2024, the Ghanaian cedi being relatively stable, with support from the International Monetary Fund and World Bank in early 2024, significant economic risks remain. A new government was inaugurated on January 7, 2025 after a relatively peaceful election. Other risks include impacts to supply chain, restrictions and local procurement requirements under local content regulations. On the January 8, 2025 in the Daily Graphic newspaper, the Minerals Commission published the 6th edition of the Local Procurement List which includes a prohibition on mining by mining lease holders and requiring surface mining operations to be outsourced to companies with 100% Ghanaian stockholders and directors and underground operations to be outsourced to companies with 50% Ghanaian stockholders and directors. The Ghana Chamber of Mines, of which Newmont is a member, is reviewing the list and is to engage the government on this prohibition on owner mining. Additionally, there is a risk of increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. The government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which the Company has tenure rights, but no active operations, impacting the Company’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact our operations in Ghana.