NEWMONT Corp /DE/ (NEM)

ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

(dollars in millions, except per share, per ounce and per pound amounts, unless otherwise noted)

The following Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Corporation, a Delaware corporation, and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). Please refer to Non-GAAP Financial Measures, below, for the non-GAAP financial measures used in this MD&A by the Company.

This item should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 19, 2026.

Overview

Newmont is the world’s leading gold company and a producer of copper, silver, lead, zinc, and molybdenum, providing the metals the world needs for today and tomorrow. Newmont is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. Since 2015, Newmont has been included as a member in the Sustainability Yearbook published by the S&P Global Corporate Sustainability Assessment. Newmont has been ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. At Newmont, our purpose is to unearth value sustainably to advance lives.

Refer to the Consolidated Financial Results, Results of Consolidated Operations, Liquidity and Capital Resources and non-GAAP Financial Measures for information about the continued impacts from geopolitical tensions, including military operations in Iran, Ukraine, and Venezuela, as well as the potential for additional conflicts, war, or civil unrest, inflationary pressures, effects of certain countermeasures taken by central banks, and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations, as well as impacts on the timing and cost of capital expenditures and the risk of potential impairment to certain assets. Refer to discussion of Risk and Uncertainties within Note 2 to the Condensed Consolidated Financial Statements and Part II, Item 1A Risk Factors for further information.

Reportable Segments

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 Condensed Consolidated Financial Statements for further information.

One of our reportable segments, Nevada Gold Mines ("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 Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 19, 2026 for a discussion of risk factors related to our joint ventures.

Divestiture of Non-Core Assets

The Company completed the sale of certain non-core assets which included 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. Prior to completion of the sale, the non-core assets were presented as held for sale and recorded at the lower of their carrying value or fair value, less costs to sell. These assets were periodically revalued until sale occurred with any resulting gain or loss recognized in (Gain) loss on sale of assets held for sale. Additionally, gains or losses recognized on the completion of the sale were

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recognized in (Gain) loss on sale of assets held for sale. At December 31, 2025, no assets remained held for sale. Refer to Note 3 to the Condensed Consolidated Financial Statements for further information on divestitures.

Ghanaian Stability Agreement and Royalty

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.

Under the prior regime, royalties were paid to the Government of Ghana under a sliding‑scale system based on average monthly gold prices and ranging up to 5% of revenues; this royalty regime expired on December 31, 2025. Effective January 1, 2026, royalties transitioned to a fixed rate of 5% of gold revenue. Subsequently, the Parliament of Ghana enacted legislation, effective early March 2026, revising the royalty framework to a sliding-scale structure ranging from 5% to 12% of gold revenues, based on prevailing gold prices.

The Government of Ghana is also entitled to a 10% free carried interest in the rights and obligations of the mineral operations 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 stability regime on December 31, 2025, dividends paid became subject to an 8% withholding tax.

Newmont also became subject to a Growth and Sustainability Levy (“GSL”) of 3% on gross revenue as a result of the expiration of the Revised Investment Agreement, effective January 1, 2026; however, in March 2026 the Parliament of Ghana enacted legislation reducing the GSL rate to 1%, effective April 1, 2026.

The Company is exposed to future changes in fiscal, tax, and other related regulatory regimes in Ghana as they may be enacted from time to time. The revised royalty framework and changes to the GSL could increase the Company’s operating costs at its Ghanaian operations, particularly during periods of higher gold prices. Refer to Part II, Item 1A Risk Factors for further information.

Consolidated Financial Results

The details of our Net income (loss) attributable to Newmont stockholders are set forth below:

Comparability of Net income (loss) attributable to Newmont stockholders for the three and six months ended June 30, 2026, to the same periods in 2025, was affected by the following notable events: (i) Ahafo North achieved commercial production in the fourth quarter of 2025 and was designated as a reportable segment; (ii) our divestment program was completed in 2025; (iii) operations at Cadia were temporarily suspended following seismic activity recorded near the operation on April 14, 2026, refer to Note 7 to the Condensed Consolidated Financial Statements for further information.

Excluding the impacts of the events noted above, Net income (loss) attributable to Newmont stockholders increased for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to a net increase in Sales, largely reflecting higher average realized gold prices partially offset by lower sales volumes. This increase was partially offset by unrealized losses on marketable equity securities recognized in 2026, compared to unrealized gains in 2025, recognized within Other income (loss), net.

Excluding the impacts of events noted above, Net income (loss) attributable to Newmont stockholders increased for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a net increase in Sales, largely reflecting higher average realized gold and silver prices partially offset lower sales volumes for gold. This increase was partially offset by higher Income and mining tax benefit (expense) and by unrealized losses on marketable equity securities recognized in 2026, compared to unrealized gains in 2025, recognized within Other income (loss), net.

The details and analyses of our Sales for all periods presented are set forth below. Refer to Note 5 to the Condensed Consolidated Financial Statements for further information.

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ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share, per ounce and per pound amounts)

The following Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Corporation, a Delaware corporation, and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). We use certain non-GAAP financial measures in our MD&A. For a detailed description of each of the non-GAAP measures used in this MD&A, please refer to the discussion under Non-GAAP Financial Measures. This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report.

The following MD&A generally discusses our consolidated financial condition and results of operations for 2025 and 2024 and year-to-year comparisons between 2025 and 2024. Discussions of our consolidated financial condition and results of operations for 2023 and year-to-year comparisons between 2024 and 2023 are included in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 21, 2025.

Overview

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. Since 2015, Newmont has been ranked as the mining and metal sector’s top gold miner by the S&P Global Corporate Sustainability Assessment. Newmont has been ranked the top miner in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the United States, Papua New Guinea, Australia, Ghana, Suriname, Argentina, Dominican Republic, Chile, Peru, Ecuador, Mexico, and Canada. Our goal is to create value and improve lives through sustainable and responsible mining.

Refer to the Consolidated Financial Results, Results of Consolidated Operations, Liquidity and Capital Resources and Non-GAAP Financial Measures for information about the continued impacts from inflationary pressures, effects of certain countermeasures taken by central banks, and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations, as well as impacts on the timing and cost of capital expenditures and the risk of potential impairment to certain assets. Refer to discussion of Risk and Uncertainties within Note 2 to the Consolidated Financial Statements for further information.

Reportable Segments

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.

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.

Divestiture of Non-Core Assets

Based on a comprehensive review of the Company’s portfolio of assets following the Newcrest acquisition, the Company’s Board of Directors approved a portfolio optimization program to divest six non-core assets and a development project in February 2024. The non-core assets to be divested included Akyem, CC&V, Éléonore, Porcupine, Musselwhite, Telfer, and the Coffee development project in Canada. In February 2024, the Company concluded that these non-core assets and the development project met the accounting requirements to be presented as held for sale in the first quarter of 2024.

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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Assets classified as held for sale are recorded at the lower of the carrying value or fair value, less costs to sell and are periodically valued until sale occurs with any resulting gain or loss recognized in (Gain) loss on sale of assets held for sale. Additionally, gains or losses recognized on the completion of the sale are recognized in (Gain) loss on sale of assets held for sale.

As a result, for the year ended December 31, 2025 a gain of $1,066 was recognized within (Gain) loss on sale of assets held for sale, primarily resulting from the completed sales. For the year ended December 31, 2024, a loss of $1,114 was recognized within (Gain) loss on sale of assets held for sale, primarily consisting of write-downs on assets held for sale. Refer to Note 3 to the Consolidated Financial Statements for further information on divestitures.

Newcrest Acquisition

On November 6, 2023, the Company completed its business combination transaction with Newcrest Mining Limited, a public Australian mining company limited by shares ("Newcrest"), whereby Newmont, through Newmont Overseas Holdings Pty Ltd, an Australian proprietary company limited by shares (“Newmont Sub”), acquired all of the ordinary shares of Newcrest in a fully stock transaction for total non-cash consideration of $13,549. Newcrest became a direct wholly owned subsidiary of Newmont Sub and an indirect wholly owned subsidiary of Newmont (such acquisition, the “Newcrest transaction”). The combined company continues to be traded on the New York Stock Exchange under the ticker NEM. The combined company is also listed on the Australian Securities Exchange under the ticker NEM and on the Papua New Guinea Securities Exchange under the ticker NEM. Refer to Note 3 to the Consolidated Financial Statements for further information.

Ghanaian Stability Agreement and Royalty

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.

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.

Consolidated Financial Results

The details of our Net income (loss) from continuing operations attributable to Newmont stockholders are set forth below:

Net income (loss) from continuing operations attributable to Newmont stockholders increased during the year ended December 31, 2025, compared to the same period in 2024, primarily due to (i) a net increase in Sales largely due to higher average realized gold prices partially offset by the impact from divestitures, (ii) a net gain on completed divestments, compared to prior year write-downs from assets held for sale, recognized in (Gain) loss on sale of assets held for sale, and (iii) a net decrease in costs applicable to sales, recognized in Costs applicable to sales, primarily resulting from divested sites. This increase was partially offset by the increase in Income and mining tax benefit (expense) and Impairment charges, primarily at Yanacocha.

Refer below for further information on the change in Costs applicable to sales and Depreciation and amortization.

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