PEABODY ENERGY CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Share Repurchase Program On April 17, 2023, the Company announced that its Board of Directors authorized a new share repurchase program (2023 Repurchase Program) authorizing repurchases of up to $1.0 billion of its common stock. Under the 2023 Repurchase Program, the Company may purchase shares of common stock from time to time at the discretion of management through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs or other means. The amount of any share repurchase transactions is subject to the Company’s annual AFCF. The manner, timing, and pricing of any share repurchase transactions will be based on a variety of factors, including market conditions, applicable legal requirements and alternative opportunities that the Company may have for the use or investment of capital. Through September 30, 2024, the Company had repurchased 23.8 million shares of its common stock under the 2023 Repurchase Program for $530.8 million, which included commissions paid of $0.4 million, leaving $ 469.6 million available for share repurchase. Dividends During the three and nine months ended September 30, 2024, the Company declared dividends per share of $0.075 and $0.225, respectively. On October 31, 2024, the Company declared an additional dividend per share of $0.075 to be paid on December 4, 2024 to shareholders of record as of November 14, 2024. The declaration and payment of dividends and the amount of dividends will depend on the Company’s annual AFCF. Share Relinquishments The Company routinely allows employees to relinquish Common Stock to pay estimated taxes upon the vesting of restricted stock units and the payout of performance units that are settled in Common Stock under its equity incentive plans. The value of Common Stock tendered by employees is determined based on the closing price of the Company’s Common Stock on the dates of the respective relinquishments. 52 Table of Contents Purchases of Equity Securities The following table summarizes all share purchases for the three months ended September 30, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions) July 1 through July 31, 2024 291 $ 23.26 — $ 569.6 August 1 through August 31, 2024 1,057,013 22.50 1,057,013 545.8 September 1 through September 30, 2024 3,374,598 22.56 3,374,598 469.6 Total 4,431,902 22.55 4,431,611 (1) Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the publicly announced repurchase programs. Item 4. Mine Safety Disclosures. Peabody’s “Safety and Sustainability Management System” has been designed to set clear and consistent expectations for safety, health and environmental stewardship across the Company’s business. It aligns to the National Mining Association’s CORESafety® framework and encompasses three fundamental areas: leadership and organization, risk management and assurance. Peabody also partners with other companies and certain governmental agencies to pursue new technologies that have the potential to improve its safety performance and provide better safety protection for employees. Peabody continually monitors its safety performance and regulatory compliance. The information concerning mine safety violations or other regulatory matters required by SEC regulations is included in Exhibit 95 to this Quarterly Report on Form 10-Q.