NEWMONT Corp /DE/NEM

NEWMONT Corp /DE/ Stock Compensation Disclosure

10-KFiled Feb 19, 20262 min read
STOCK-BASED COMPENSATION
The Company grants stock-based incentive awards to directors, executives and eligible employees. Stock incentive awards include RSUs and PSUs and are determined as a target percentage of base salary. All RSU awards generally vest on a straight-line basis over three years. All PSU awards generally cliff vest after three years and the number of awards that vest is based on the achievement of the market and performance metrics. For employees who are retirement eligible or who become retirement eligible during the term of the award, the vesting period may be reduced based on the retirement eligibility date.
Prior to vesting, holders of stock incentive awards do not have the right to vote the underlying shares; however, directors, executives and eligible employees accrue dividend equivalents on their stock incentive awards, which are paid at the time the awards vest. The accrued dividend equivalents are not paid if awards are forfeited. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each RSU or PSU. The Company issues new shares of common stock to satisfy vesting under all of its stock incentive awards. At December 31, 2025, 18,214,007 shares were authorized for issuance for future vesting of stock incentive awards.
Total stock-based compensation was $99, $89, and $80 (including $20, $6, and $4 related to the Company's proportionate share of NGM stock-based compensation) for the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025, there was $92 of unrecognized compensation costs related to the unvested stock incentive awards. This cost is expected to be recognized over a weighted average period of approximately two years.
A summary of the status and activity of non-vested RSUs and PSUs for the year ended December 31, 2025 is as follows:
RSUPSU
Number of UnitsWeighted Average Grant-Date Fair ValueNumber of UnitsWeighted Average Grant-Date Fair Value
Non-vested at beginning of year3,278,470 $36.13 1,641,713 $44.58 
Granted1,782,952 $46.11 419,290 $31.24 
Vested(1,453,507)$39.88 — $— 
Forfeited(674,378)$38.04 (332,854)$41.35 
Non-vested at end of year2,933,537 $39.90 1,728,149 $41.96 
The total intrinsic value and fair value of RSUs that vested in 2025, 2024, and 2023 was $68, $37, and $36, respectively. The total intrinsic value and fair value of PSUs that vested in 2025, 2024, and 2023 was $—, $6, and $35, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 19, 2026Showing above
2024Feb 21, 2025
2023Feb 29, 2024
2022Feb 23, 2023
2021Feb 24, 2022
2020Feb 18, 2021
2019Feb 20, 2020
2018Feb 21, 2019
2017Feb 22, 2018

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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