Item 2. Unregistered Sales of Equity Securities
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 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 manner, timing and pricing of any share repurchase transactions will be based on a variety of factors, including market conditions, applicable legal requirements, the Company’s capital structure and alternative opportunities that the Company may have for the use or investment of capital. Through June 30, 2026, 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 six months ended June 30, 2026, the Company declared dividends per share of $0.075 and $0.150. On July 29, 2026 the Company declared an additional dividend per share of $0.075 to be paid on September 3, 2026 to shareholders of record as of August 12, 2026.
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.
Purchases of Equity Securities
The following table summarizes all share purchases for the three months ended June 30, 2026:
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)
April 1 through April 30, 2026 758 $ 32.86 — $ 469.6
May 1 through May 31, 2026 — — — 469.6
June 1 through June 30, 2026 — — — 469.6
Total 758 32.86 —
(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 maintains a Safety and Sustainability Management System designed to establish consistent standards for safety, health, and environmental performance across its operations. The system aligns with the National Mining Association’s CORESafety® framework and focuses on leadership and accountability, risk identification and mitigation, and performance assurance.
Peabody monitors safety performance and compliance with applicable regulatory requirements on an ongoing basis and implements corrective actions as appropriate. The Company also collaborates with industry participants and governmental agencies to evaluate and implement technologies and practices intended to enhance safety outcomes.
Information concerning mine safety violations, citations, orders, and related regulatory matters required pursuant to Section 1503(a) of the Dodd‑Frank Act and SEC regulations is included in Exhibit 95 to this Quarterly Report on Form 10‑Q.
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