Peabody Energy nine-month cash flow falls to $27.2M
The 2031 notes carry 0.50% annual interest and an initial conversion price of approximately $38.32 per share.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Peabody Energy Corporation (BTU) reported third-quarter 2026 revenue of $1,096.3 million, compared with $1,012.1 million a year earlier, and a net loss attributable to common stockholders of $32.8 million versus $70.1 million. Reportable-segment Adjusted EBITDA was $111.2 million, compared with $127.4 million. For the first nine months, revenue was $3,072.8 million versus $2,839.2 million; net loss attributable to common stockholders was $155.8 million versus $63.3 million, and operating cash flow was $27.2 million versus $265.1 million. Cash and cash equivalents were $434.3 million as of September 30, 2026, compared with $575.3 million at December 31, 2025.
Peabody issued $250.0 million principal amount of 0.50% 2031 Convertible Notes on June 2, 2026. It used the proceeds to fund $16.7 million of capped call transactions and, together with cash, to repurchase $241.2 million of 2028 notes. As of September 30, 2026, $39.9 million principal amount of 2028 notes remained outstanding; Peabody announced it would redeem them for cash on November 18, 2026, at 100% of principal plus accrued and unpaid interest. Holders may convert through November 16, 2026, and Peabody elected cash-only settlement. The 2031 notes mature June 1, 2031.
2 points · 0 major0 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue increased to $1,096.3 million from $1,012.1 million.
- Moderate pointThird-quarter common-stockholder loss narrowed to $32.8 million from $70.1 million.
Negative
- Moderate pointNine-month operating cash flow declined to $27.2 million from $265.1 million.
- Moderate pointNine-month common-stockholder loss widened to $155.8 million from $63.3 million.
Filing Explained
At September 30, $341.8 million remained available on the revolving facility; the 2031 notes carry conditional conversion exposure, with Peabody able to choose settlement form.
Form 10-Q is an unaudited quarterly report; Peabody reports
Holders may convert only under specified stock-price, note-trading, corporate-event, redemption, or timing conditions; the initial conversion rate is 26.0970 shares per
Peabody paid
A separate revolving-credit amendment increased commitments from
Key Figures
Third-quarter revenue: $1,096.3 million
Net loss attributable to common stockholders: $32.8 million loss
Reportable-segment Adjusted EBITDA: $111.2 million
+5 more
8 metrics
Third-quarter revenue
$1,096.3 million
Three months ended September 30, 2026; $1,012.1 million in 2025.
Net loss attributable to common stockholders
$32.8 million loss
Three months ended September 30, 2026; $70.1 million loss in 2025.
Reportable-segment Adjusted EBITDA
$111.2 million
Three months ended September 30, 2026; $127.4 million in 2025.
Net loss attributable to common stockholders
$155.8 million loss
Nine months ended September 30, 2026; $63.3 million loss in 2025.
Operating cash flow
$27.2 million
Nine months ended September 30, 2026; $265.1 million in 2025.
2031 Convertible Notes principal and interest rate
$250.0 million principal; 0.50% per year
Issued June 2, 2026; mature June 1, 2031.
Initial conversion price
Approximately $38.32 per share
2031 Convertible Notes.
2028 Convertible Notes principal outstanding
$39.9 million
Outstanding September 30, 2026; announced cash redemption date November 18, 2026.
Key Terms
Adjusted EBITDA, induced conversions, Capped Call Transactions, cash-only settlement, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA as the primary financial metric"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
induced conversions financial
"completed induced conversions of one of its convertible debt instruments"
A company offer that encourages holders of convertible securities (like convertible bonds or preferred shares) to exchange those instruments for common stock before they would otherwise convert. Think of it as the issuer giving a small incentive—cash, extra shares, or warrants—to persuade holders to swap now; it matters because it changes the number of outstanding shares, can reduce debt or interest obligations, and alters ownership and financial ratios that investors watch.
Capped Call Transactions financial
"entered into privately negotiated capped call transactions"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
cash-only settlement financial
"Peabody has elected a cash-only settlement"
conversion rate financial
"The initial conversion rate for the 2031 Convertible Notes"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did BTU report in the third quarter of 2026?
BTU reported $1,096.3 million of third-quarter 2026 revenue, compared with $1,012.1 million in 2025. Net loss attributable to common stockholders was $32.8 million, versus $70.1 million.
When will BTU redeem its 2028 Convertible Notes?
As of September 30, 2026, $39.9 million principal amount remained outstanding; Peabody announced it would redeem the notes for cash on November 18, 2026, at 100% of principal plus accrued and unpaid interest. Holders may convert through 5:00 p.m. New York City time on November 16, 2026, and Peabody elected cash-only settlement.
What are the terms of BTU's 2031 Convertible Notes?
Peabody's 2031 Convertible Notes carry 0.50% annual interest and mature on June 1, 2031. Their initial conversion rate is 26.0970 shares per $1,000 principal amount, corresponding to an initial conversion price of approximately $38.32 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||
For the quarterly period ended | ||||||||||||||||||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
For the transition period from ____________ to ____________ | ||||||||||||||
Commission File Number: 1-16463
____________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(314 ) 342-3400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 121.9 million shares of the registrant’s common stock (par value of $0.01 per share) outstanding at November 2, 2026.
TABLE OF CONTENTS
| Page | |||||
PART I — FINANCIAL INFORMATION | |||||
Item 1. Financial Statements | 1 | ||||
Unaudited Condensed Consolidated Statements of Operations | 1 | ||||
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income | 2 | ||||
Condensed Consolidated Balance Sheets | 3 | ||||
Unaudited Condensed Consolidated Statements of Cash Flows | 4 | ||||
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity | 6 | ||||
Notes to Unaudited Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 54 | ||||
Item 4. Controls and Procedures | 55 | ||||
PART II — OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 56 | ||||
Item 1A. Risk Factors | 56 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 58 | ||||
Item 4. Mine Safety Disclosures | 58 | ||||
Item 5. Other Information | 59 | ||||
Item 6. Exhibits | 59 | ||||
EXHIBIT INDEX | 60 | ||||
SIGNATURE | 61 | ||||
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PEABODY ENERGY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions, except per share data) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Operating costs and expenses (exclusive of items shown separately below) | |||||||||||||||||||||||
| Depreciation, depletion and amortization | |||||||||||||||||||||||
| Asset retirement obligation expenses | |||||||||||||||||||||||
| Selling and administrative expenses | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Costs related to terminated acquisition | |||||||||||||||||||||||
| Net gain on disposals | ( | ( | ( | ( | |||||||||||||||||||
| Loss from equity affiliates | |||||||||||||||||||||||
| Other operating loss | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense, net of capitalized interest | |||||||||||||||||||||||
| Induced conversion expense | |||||||||||||||||||||||
| Change in fair value of bifurcated conversion option | ( | ( | |||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic benefit credit, excluding service cost | ( | ( | ( | ( | |||||||||||||||||||
| Net mark-to-market adjustment on actuarially determined liabilities | ( | ( | |||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Loss from continuing operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Loss from continuing operations: | |||||||||||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss attributable to common stockholders: | |||||||||||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
PEABODY ENERGY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Postretirement plans (net of $ | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| Other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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PEABODY ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Amounts in millions, except per share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, equipment and mine development, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Restricted cash and collateral | |||||||||||
| Investments and other assets | |||||||||||
| Deferred income taxes | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Asset retirement obligations, less current portion | |||||||||||
| Accrued postretirement benefit costs | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred Stock — $ | |||||||||||
Series Common Stock — $ | |||||||||||
Common Stock — $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost — | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Peabody Energy Corporation stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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| PEABODY ENERGY CORPORATION | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Loss from discontinued operations, net of income taxes | |||||||||||
| Loss from continuing operations, net of income taxes | ( | ( | |||||||||
| Adjustments to reconcile loss from continuing operations, net of income taxes to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Noncash interest expense, net | |||||||||||
| Change in fair value of bifurcated conversion option | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Noncash share-based compensation | |||||||||||
| Induced conversion expense | |||||||||||
| Net gain on disposals | ( | ( | |||||||||
| Loss from equity affiliates | |||||||||||
| Unrealized losses (gains) on foreign currency option contracts | ( | ||||||||||
| Changes in current assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Collateral arrangements | ( | ||||||||||
| Asset retirement obligations | ( | ||||||||||
| Workers’ compensation obligations | |||||||||||
| Postretirement benefit obligations | ( | ( | |||||||||
| Pension obligations | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by continuing operations | |||||||||||
| Net cash used in discontinued operations | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
4
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| PEABODY ENERGY CORPORATION | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Additions to property, plant, equipment and mine development | ( | ( | |||||||||
| Changes in accrued expenses related to capital expenditures | ( | ( | |||||||||
| Returned deposit related to terminated acquisition | |||||||||||
| Proceeds from disposal of assets, net of receivables | |||||||||||
| Contributions to joint ventures | ( | ( | |||||||||
| Distributions from joint ventures | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Repayment of loan note related to terminated acquisition | ( | ||||||||||
| Payment of debt issuance and other deferred financing costs | ( | ( | |||||||||
| Purchase of capped calls | ( | ||||||||||
| Excise taxes paid related to common stock repurchases | ( | ||||||||||
| Repurchase of employee common stock relinquished for tax withholding | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
Cash, cash equivalents and restricted cash at beginning of period (1) | |||||||||||
Cash, cash equivalents and restricted cash at end of period (2) | $ | $ | |||||||||
(1) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at beginning of period”: | |||||||||||
| Cash and cash equivalents | $ | ||||||||||
| Restricted cash included in “Restricted cash and collateral” | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | $ | ||||||||||
(2) The following table provides a reconciliation of “Cash, cash equivalents and restricted cash at end of period”: | |||||||||||
| Cash and cash equivalents | $ | ||||||||||
| Restricted cash included in “Restricted cash and collateral” | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | ||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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PEABODY ENERGY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions, except per share data) | |||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Dividend equivalent units on dividends declared | |||||||||||||||||||||||
| Conversion of 2028 Convertible Notes | ( | ( | |||||||||||||||||||||
| Share-based compensation for equity-classified awards | |||||||||||||||||||||||
| Capped calls related to the issuance of 2031 Convertible Notes | ( | ||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Treasury stock | |||||||||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Repurchase of employee common stock relinquished for tax withholding | ( | ( | |||||||||||||||||||||
| Balance, end of period | ( | ( | ( | ( | |||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Net loss attributable to common stockholders | ( | ( | ( | ( | |||||||||||||||||||
Dividends declared ($ | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Accumulated other comprehensive income | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
Postretirement plans (net of $ | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Noncontrolling interests | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Total stockholders’ equity | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of Peabody Energy Corporation (PEC) and its consolidated subsidiaries and affiliates (along with PEC, the Company or Peabody). Interests in subsidiaries controlled by the Company are consolidated with any outside stockholder interests reflected as noncontrolling interests, except when the Company has an undivided interest in a joint venture. In those cases, the Company includes its proportionate share in the assets, liabilities, revenue and expenses of the jointly controlled entities within each applicable line item of the unaudited condensed consolidated financial statements. All intercompany transactions, profits and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, these financial statements reflect all normal, recurring adjustments necessary for a fair presentation. Balance sheet information presented herein as of December 31, 2025 has been derived from the Company’s audited consolidated balance sheet at that date. The Company’s consolidated results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for future quarters or for the year ending December 31, 2026.
(2) Newly Adopted Accounting Standards and Accounting Standards Not Yet Implemented
Newly Adopted Accounting Standards
Induced Conversions of Convertible Debt. In November 2024, Accounting Standards Update (ASU) 2024-04 was issued, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this ASU affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The Company adopted this ASU on January 1, 2026. During the second and third quarters of 2026, the Company completed induced conversions of one of its convertible debt instruments. The induced conversions were accounted for in accordance with ASU 2024‑04, and the related impact has been reflected in the Company’s consolidated financial statements for those periods.
Accounting Standards Not Yet Implemented
Expense Disaggregation. In November 2024, ASU 2024-03 was issued, which requires public entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The Company is required to adopt the amendments for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The amendments should be applied prospectively, with a retrospective option. Early adoption is permitted. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated results of operations, cash flows and financial condition.
Government Grants. In December 2025, ASU 2025-10 was issued, which establishes guidance on the recognition, measurement and presentation of a government grant received by a business entity. U.S. GAAP did not previously provide such guidance, and many business entities have been analogizing to International Accounting Standard 20 or other guidance when accounting for government grants. The Company is required to adopt ASU 2025-10 for fiscal years beginning after December 15, 2028 and interim reporting periods within those periods. ASU 2025-10 can be applied using a modified retrospective or retrospective approach. Early adoption is permitted. The Company currently applies an accounting approach for government grants that is substantially aligned with the recognition and measurement provisions of the ASU. Accordingly, the Company does not expect adoption to materially affect the recognition, measurement or presentation of these balances.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Environmental Credits. In May 2026, ASU 2026-02 was issued, which establishes guidance on the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. The Company is required to adopt the amendments for fiscal years beginning after December 15, 2027, including interim periods within those years and must be applied on a retrospective basis by recognizing a cumulative effect to retained earnings. Early adoption is permitted. The Company will apply this guidance upon its adoption. The Company currently applies an accounting approach for environmental credits and environmental credit obligations that is substantially aligned with the recognition and measurement provisions of the ASU. Accordingly, the Company does not expect adoption to materially affect the recognition, measurement or presentation of these balances. The Company expects the principal impact of adoption will be the incremental disclosures required by the ASU.
(3) Revenue Recognition
Refer to Note 1. “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for the Company’s policies regarding “Revenue” and “Accounts receivable, net.”
Disaggregation of Revenue
Revenue by product type and market is set forth in the following tables. With respect to its seaborne reportable segments, the Company classifies as “Export” certain revenue from domestically-delivered coal under contracts in which the price is derived on a basis similar to export contracts.
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Corporate and Other (1) | Consolidated | ||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||
| Thermal coal | |||||||||||||||||||||||||||||||||||
| Domestic | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total thermal | |||||||||||||||||||||||||||||||||||
| Metallurgical coal | |||||||||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total metallurgical | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Corporate and Other (1) | Consolidated | ||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||
| Thermal coal | |||||||||||||||||||||||||||||||||||
| Domestic | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total thermal | |||||||||||||||||||||||||||||||||||
| Metallurgical coal | |||||||||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total metallurgical | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Corporate and Other (1) | Consolidated | ||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||
| Thermal coal | |||||||||||||||||||||||||||||||||||
| Domestic | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total thermal | |||||||||||||||||||||||||||||||||||
| Metallurgical coal | |||||||||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total metallurgical | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Corporate and Other (1) | Consolidated | ||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||
| Thermal coal | |||||||||||||||||||||||||||||||||||
| Domestic | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total thermal | |||||||||||||||||||||||||||||||||||
| Metallurgical coal | |||||||||||||||||||||||||||||||||||
| Export | |||||||||||||||||||||||||||||||||||
| Total metallurgical | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Corporate and Other includes the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
Coal sales (2) | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total Corporate and Other | $ | $ | $ | $ | |||||||||||||||||||
(2) Includes revenue recognized upon the physical sale of coal purchased from the Company’s reportable segments and sold to customers through the Company’s coal trading business. Primarily represents the difference between the price contracted with the customer and the price allocated to the reportable segment.
Accounts Receivable
“Accounts receivable, net” at September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Trade receivables, net | $ | $ | |||||||||
| Miscellaneous receivables, net | |||||||||||
| Accounts receivable, net | $ | $ | |||||||||
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(4) Inventories
“Inventories, net” as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Materials and supplies, net | $ | $ | |||||||||
| Saleable coal | |||||||||||
| Raw coal | |||||||||||
| Inventories, net | $ | $ | |||||||||
Materials and supplies inventories, net presented above have been shown net of reserves of $5.1 million as of both September 30, 2026 and December 31, 2025.
(5) Equity Method Investments
The Company’s equity method investments include its interests in Middlemount Coal Pty Ltd. (Middlemount) and certain other equity method investments, including R3 Renewables II LLC (R3 II).
The table below summarizes the book value of those investments, which are reported in “Investments and other assets” in the condensed consolidated balance sheets, and the related “Loss from equity affiliates” in the unaudited condensed consolidated statements of operations:
| Loss (Income) from Equity Affiliates | |||||||||||||||||||||||||||||||||||
| Book Value at | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||
| Equity method investment related to Middlemount | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Other equity method investments | ( | ||||||||||||||||||||||||||||||||||
| Total equity method investments | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(6) Derivatives and Fair Value Measurements
Derivatives
From time to time, the Company may utilize various types of derivative instruments to manage its exposure to risks in the normal course of business, including (1) foreign currency exchange rate risk and the variability of cash flows associated with forecasted Australian dollar expenditures made in its Australian mining platform and (2) price risk of fluctuating coal prices related to forecasted sales or purchases of coal, or changes in the fair value of a fixed price physical sales contract. These risk management activities are actively monitored for compliance with the Company’s risk management policies.
On a limited basis, the Company engages in the direct and brokered trading of coal and freight-related contracts. Except those contracts for which the Company has elected to apply a normal purchases and normal sales exception, all derivative coal trading contracts are accounted for at fair value.
The Company has convertible debt instruments which are assessed for derivative accounting at the time of issuance and upon certain triggering events. During September 2026, the Company issued a redemption notice for the 3.250 % Convertible Senior Notes due March 2028 (2028 Convertible Notes), as further discussed in Note 9. “Long-term Debt.” The reassessment of the conversion option resulted in the recognition of a derivative requiring bifurcation and separate accounting as a liability at fair value.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Foreign Currency
The Company utilizes options and collars to hedge currency risk associated with anticipated Australian dollar operating expenditures. As of September 30, 2026, the Company held average rate options with an aggregate notional amount of $444.0 million Australian dollars to hedge currency risk associated with anticipated Australian dollar operating expenditures over the nine-month period ending June 30, 2027. The instruments entitle the Company to receive payment on the notional amount should the quarterly average Australian dollar-to-U.S. dollar exchange rate exceed amounts ranging from $0.74 to $0.77 over the nine-month period ending June 30, 2027. As of September 30, 2026, the Company also held purchased collars with an aggregate notional amount of $615.0 million Australian dollars related to anticipated Australian dollar operating expenditures during the nine-month period ending June 30, 2027. The purchased collars have a floor ranging from $0.64 to $0.67 and a ceiling ranging from $0.75 to $0.77 , whereby the Company will incur a loss on the instruments for quarterly average Australian dollar-to-U.S. dollar exchange rates below the floor and a gain for quarterly average rates above the ceiling.
Tabular Derivatives Disclosures
The Company has master netting agreements with certain of its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the condensed consolidated balance sheets. As of September 30, 2026, the Company had a liability derivative comprised of foreign currency option contracts with a fair value of $0.7 million. As of December 31, 2025, the Company had an asset derivative comprised of foreign currency option contracts with a fair value of $2.7 million. The net amount of asset derivatives is included in “Other current assets” and the net amount of liability derivatives is included in “Accounts payable and accrued expenses” in the accompanying condensed consolidated balance sheets.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and, thus, changes in fair value are reflected in current earnings. The tables below show the amounts of pretax gains and losses related to the Company’s derivatives and their classification within the accompanying unaudited condensed consolidated statements of operations.
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| Total gain recognized in income | Loss realized in income on derivatives | Unrealized gain recognized in income on derivatives | ||||||||||||||||||
| Derivative Instrument | Classification | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Foreign currency option contracts | Operating costs and expenses | $ | $ | ( | $ | |||||||||||||||
| Conversion option related to the 2028 Convertible Notes | Change in fair value of bifurcated conversion option | |||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Total loss recognized in income | Loss realized in income on derivatives | Unrealized loss recognized in income on derivatives | ||||||||||||||||||
| Derivative Instrument | Classification | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Foreign currency option contracts | Operating costs and expenses | $ | ( | $ | ( | $ | ( | |||||||||||||
| Total | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| Total (loss) gain recognized in income | Gain realized in income on derivatives | Unrealized (loss) gain recognized in income on derivatives | ||||||||||||||||||
| Derivative Instrument | Classification | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Foreign currency option contracts | Operating costs and expenses | $ | ( | $ | $ | ( | ||||||||||||||
| Conversion option related to the 2028 Convertible Notes | Change in fair value of bifurcated conversion option | |||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Total gain recognized in income | Loss realized in income on derivatives | Unrealized gain recognized in income on derivatives | ||||||||||||||||||
| Derivative Instrument | Classification | |||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||
| Foreign currency option contracts | Operating costs and expenses | $ | $ | ( | $ | |||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||
The Company classifies derivative-related activity within the “Cash Flows From Operating Activities” section of the unaudited condensed consolidated statements of cash flows.
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. These levels include: Level 1 - inputs are quoted prices in active markets for the identical assets or liabilities; Level 2 - inputs are other than quoted prices included in Level 1 that are directly or indirectly observable through market-corroborated inputs; and Level 3 - inputs are unobservable, or observable but cannot be market-corroborated, requiring the Company to make assumptions about pricing by market participants.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables set forth the hierarchy of the Company’s net (liability) asset positions for which fair value is measured on a recurring basis.
| September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Foreign currency option contracts | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Conversion option related to the 2028 Convertible Notes | ( | ( | |||||||||||||||||||||
| Total net liabilities | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Foreign currency option contracts | $ | $ | $ | $ | |||||||||||||||||||
| Total net assets | $ | $ | $ | $ | |||||||||||||||||||
For Level 1 and 2 financial assets and liabilities, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, exchange indices, broker/dealer quotes, published indices, issuer spreads, benchmark securities and other market quotes. In the case of certain debt securities, fair value is provided by a third-party pricing service. Below is a summary of the Company’s valuation techniques for Level 1 and 2 financial assets and liabilities:
•Foreign currency option contracts are valued utilizing inputs obtained in quoted public markets (Level 2) except when credit and non-performance risk is considered to be a significant input, then the Company classifies such contracts as Level 3.
•Conversion option related to the 2028 Convertible Notes is valued using indirect observable price quotes (Level 2).
Other Financial Instruments. The following methods and assumptions were used by the Company in estimating fair values for other financial instruments as of September 30, 2026 and December 31, 2025:
•Cash and cash equivalents, restricted cash, accounts receivable, including those within the Company’s accounts receivable securitization program, notes receivable and accounts payable have carrying values which approximate fair value due to the short maturity or the liquid nature of these instruments.
•Long-term debt fair value estimates are based on observed prices for securities when available (Level 2), and otherwise on estimated borrowing rates to discount the cash flows to their present value (Level 3).
Market risk associated with the Company’s fixed-rate long-term debt relates to the potential changes in the fair value from a change in interest rates. The fair value of the Company’s convertible debt instruments is also impacted by changes in the Company’s traded share price. The fair value of debt shown below is principally based on reported market values and estimates based on interest rates, maturities, credit risk, underlying collateral and completed market transactions.
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Total debt at par value | $ | $ | |||||||||
| Conversion option related to the 2028 Convertible Notes | |||||||||||
| Debt discount related to the 2028 Convertible Notes | ( | ||||||||||
| Less: Unamortized debt issuance costs | ( | ( | |||||||||
| Net carrying amount | $ | $ | |||||||||
| Estimated fair value | $ | $ | |||||||||
The Company had no The Company’s policy is to value all transfers between levels using the beginning of period valuation.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(7) Property, Plant, Equipment and Mine Development
The composition of property, plant, equipment and mine development, net, as of September 30, 2026 and December 31, 2025 is set forth in the table below:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Land and coal interests | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Less: Accumulated depreciation, depletion and amortization | ( | ( | |||||||||
| Property, plant, equipment and mine development, net | $ | $ | |||||||||
At-Risk Assets
The Company identified certain assets with an aggregate carrying value of approximately $53 million at September 30, 2026 in its Other U.S. Thermal reportable segment whose recoverability is most sensitive to customer concentration risk.
(8) Income Taxes
The Company's effective tax rate before remeasurement for the nine months ended September 30, 2026 is based on the Company’s estimated full year effective tax rate, comprised of expected statutory tax provision, offset by foreign rate differential and changes in valuation allowance. The Company’s income tax benefits of $4.5 million and $3.4 million for the three months ended September 30, 2026 and 2025, respectively, included tax provisions of less than $0.1 million and $0.4 million, respectively, related to the remeasurement of foreign income tax accounts. The Company’s income tax benefits of $57.5 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively, included tax provisions of $0.1 million and $2.3 million, respectively, related to the remeasurement of foreign income tax accounts. Due to existing valuation allowances, the income tax benefit is primarily related to the results from the Company’s Australian operations.
(9) Long-term Debt
The Company’s total indebtedness as of September 30, 2026 and December 31, 2025 consisted of the following:
| Debt Instrument (defined below, as applicable) | September 30, 2026 | December 31, 2025 | |||||||||
| (Dollars in millions) | |||||||||||
| 2028 Convertible Notes, including bifurcated conversion option and debt discount | $ | $ | |||||||||
| Finance lease obligations | |||||||||||
| Less: Debt issuance costs | ( | ( | |||||||||
| Less: Current portion of long-term debt | |||||||||||
| Long-term debt | $ | $ | |||||||||
Partial Repurchases of 2028 Convertible Notes
On June 2, 2026, through a private offering, the Company issued $250.0 million in aggregate principal amount of 2031 Convertible Notes, as described below. The Company used the proceeds of the offering of the 2031 Convertible Notes, together with cash, to repurchase $241.2 million aggregate principal amount of its outstanding 2028 Convertible Notes for consideration of $386.8 million (the June Repurchases). During the three months ended September 30, 2026, the Company used cash to repurchase $38.9 million aggregate principal amount of its outstanding 2028 Convertible Notes in privately negotiated transactions for consideration of $58.1 million (the September Repurchases).
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Both the June and September Repurchases of the 2028 Convertible Notes were accounted for as induced conversions in accordance with Accounting Standards Codification 470-20 and ASU 2024-04. For the June and September Repurchases, a portion of the consideration in excess of the amount issuable pursuant to the original conversion terms, $17.2 million and $3.3 million, respectively, was recognized as “Induced conversion expense” in the unaudited condensed consolidated statements of operations during the nine months ended September 30, 2026. The remaining excess of the consideration over the carrying value of the repurchased 2028 Convertible Notes on the date of each repurchase, was recorded as “Additional paid-in capital” in the condensed consolidated balance sheets. For the June Repurchases, the remaining excess of the consideration over the carrying value was $131.1 million, which included unamortized debt issuance costs of $2.7 million, and for the September Repurchases, the remaining excess was $16.2 million, which included unamortized debt issuance costs of $0.3 million.
2028 Convertible Notes
On March 1, 2022, through a private offering, the Company issued the 2028 Convertible Notes in the aggregate principal amount of $320.0 million. The 2028 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture, dated as of March 1, 2022 (the 2028 Indenture), between the Company and Wilmington Trust, National Association, as trustee. The 2028 Convertible Notes bear interest at a rate of 3.250 % per year, payable semi-annually in arrears on March 1 and September 1 of each year.
During the nine months ended September 30, 2026, the Company used the proceeds from the issuance of the 2031 Convertible Notes and cash to repurchase $280.1 million in aggregate principal amount of the 2028 Convertible Notes as described above. On September 16, 2026, the Company announced that it would redeem the $39.9 million of outstanding 2028 Convertible Notes on November 18, 2026 (the Redemption Date) for cash.
The 2028 Convertible Notes will be redeemed on the Redemption Date at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, in accordance with the terms of the 2028 Convertible Notes and the 2028 Indenture. Upon completion of the redemption, no 2028 Convertible Notes will remain outstanding.
Holders of the 2028 Convertible Notes may surrender all or any portion of their 2028 Convertible Notes for conversion at any time from the date of the announcement until the close of business (5:00 p.m., New York City time) on November 16, 2026, the second business day immediately preceding the Redemption Date. While the expectation is that substantially all the 2028 Convertible Notes will be converted before the Redemption Date, the holders are not obligated to convert their notes. Any 2028 Convertible Notes not surrendered for conversion at or prior to the close of business on November 16, 2026 will be redeemed on the Redemption Date as described above.
The conversion rate in effect is 52.8309 shares of Peabody's common stock per $1,000 principal amount. Because the redemption constitutes a “make-whole fundamental change” under the 2028 Indenture, the conversion rate will be increased by 2.0971 shares of common stock per $1,000 principal amount of the 2028 Convertible Notes, such that the conversion rate applicable to all conversions on or after the date of redemption announcement and on or before the close of business on November 16, 2026 will be 54.928 shares of common stock per $1,000 principal amount of 2028 Convertible Notes.
Peabody will satisfy its conversion obligation by paying or delivering, for each $1,000 principal amount of 2028 Convertible Notes converted, the sum of the daily conversion values for each of the 40 consecutive trading days during the relevant observation period. Peabody has elected a cash-only settlement with respect to conversions of the 2028 Convertible Notes.
In connection with the redemption notice and the cash-only settlement election, the Company reassessed the embedded conversion features of the 2028 Convertible Notes and determined that the conversion option was a derivative requiring bifurcation and separate accounting as a liability at fair value, with subsequent changes in fair value recognized in earnings.
The fair value of the conversion option has been determined using indirect observable price quotes and is therefore classified as Level 2 within the fair value hierarchy. At September 16, 2026, the fair value was $20.7 million, and the Company recorded an offsetting discount, which is being accreted through the Redemption Date using the effective interest method. During the three and nine months ended September 30, 2026, the Company recognized a gain of $7.2 million related to changes in the fair value of the conversion option, which is included in “Change in fair value of bifurcated conversion option” and accretion expense of $4.4 million related to the debt discount, which is included in “Interest expense, net of capitalized interest” in the unaudited condensed consolidated statements of operations.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2031 Convertible Notes
On June 2, 2026, through a private offering, the Company issued the 2031 Convertible Notes in the aggregate principal amount of $250.0 million. The 2031 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture, dated June 2, 2026 (the 2031 Indenture), between the Company and Wilmington Trust, National Association, as trustee.
The Company used the proceeds of the offering of the 2031 Convertible Notes to fund $16.7 million of capped call transactions, as discussed below, and together with cash, to repurchase $241.2 million of its outstanding 2028 Convertible Notes, as described above. The Company capitalized $7.0 million of debt issuance costs related to the offering during the nine months ended September 30, 2026.
The 2031 Convertible Notes will mature on June 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. The 2031 Convertible Notes will bear interest from June 2, 2026 at a rate of 0.50 % per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026.
The 2031 Convertible Notes will be convertible at the option of the holders only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the Measurement Period) in which the trading price per $1,000 principal amount of 2031 Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such 2031 Convertible Notes for redemption; and (5) at any time from, and including, December 1, 2030 until the close of business on the second scheduled trading day immediately before the maturity date.
Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2031 Indenture. The initial conversion rate for the 2031 Convertible Notes is 26.0970 shares of the Company’s common stock per $1,000 principal amount of 2031 Convertible Notes, which represents an initial conversion price of approximately $38.32 per share of the Company’s common stock. The initial conversion price represents a premium of approximately 32.5 % over the U.S. composite volume weighted average price of Peabody’s common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on May 28, 2026, which was $28.9197 per share. The conversion rate and conversion price are subject to adjustment under certain circumstances in accordance with the terms of the 2031 Indenture. If certain corporate events described in the 2031 Indenture occur prior to the maturity date, or the Company delivers a redemption notice (as described below), the conversion rate will be increased for a holder who elects to convert its 2031 Convertible Notes in connection with such corporate event or redemption notice, as the case may be, in certain circumstances. The terms of the 2031 Indenture require conversion rate adjustments upon the payment of dividends to holders of the Company’s common stock in excess of a dividend threshold, initially equal to a quarterly amount of $0.075 per share of common stock. Since the quarterly per share dividend declared and paid since the issuance of the 2031 Convertible Notes did not exceed the dividend threshold, there was no revision to the conversion rate.
The Company may not redeem the 2031 Convertible Notes prior to June 5, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem the 2031 Convertible Notes in whole or in part (subject to certain limitations), at its option at any time, and from time to time, on or after June 5, 2029 and on or before the 31st scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100 % of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if (i) the 2031 Convertible Notes are “freely tradable” (as defined in the 2031 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date the Company sends the related redemption notice; and (ii) the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2031 Convertible Notes unless at least $75 million aggregate principal amount of 2031 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. No sinking fund is provided for the 2031 Convertible Notes.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Peabody may redeem for cash all, but not less than all, of the 2031 Convertible Notes at any time if (i) the 2031 Convertible Notes are “freely tradable” (as defined in the 2031 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date Peabody sends the related redemption notice; and (ii) the amount of the 2031 Convertible Notes that remains outstanding is less than 15 % of the aggregate principal amount of the 2031 Convertible Notes initially issued under the 2031 Indenture at a redemption price equal to 100 % of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (a cleanup redemption).
If the Company undergoes a fundamental change (as defined in the 2031 Indenture), noteholders may require the Company to repurchase their 2031 Convertible Notes at a cash repurchase price equal to 100 % of the principal amount of the 2031 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Capped Call Transactions
In connection with the offering of the 2031 Convertible Notes, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions) with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Convertible Notes prior to May 30, 2030, and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2031 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the Capped Call Transactions will initially be $50.6095 per share, which represents a premium of approximately 75.0 % over the U.S. composite volume weighted average price of the Company’s common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on May 28, 2026 (which was $28.9197 per share), and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions will expire over a period of trading days beginning on April 17, 2030.
The Capped Call Transactions are accounted for as equity instruments in “Additional paid-in capital” in the condensed consolidated balance sheet and are not subsequently remeasured as long as they continue to meet the conditions for equity classification. Accordingly, the premiums paid for the Capped Call Transactions are recorded as a reduction to additional paid-in capital and do not affect the Company’s basic or diluted earnings per share, although they are expected to reduce the potential economic dilution from any conversion of the 2031 Convertible Notes, subject to the cap.
Revolving Credit Facility
The Company established a revolving credit facility by entering into a credit agreement, dated as of January 18, 2024, as amended, (the Credit Agreement), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto. On June 9, 2026, the Company amended the Credit Agreement to, among other things, permit the Australian Surety Bond Facilities (as defined and further described in Note 12. “Financial Instruments and Other Guarantees”). On June 30, 2026, the Company further amended the Credit Agreement to, among other things, (i) increase the revolving commitments under the Credit Agreement from an aggregate principal amount equal to $320.0 million to an aggregate principal amount equal to $400.0 million; (ii) extend the maturity date of the revolving commitments and any related loans (any such loans, the Revolving Loans) from January 18, 2028 to June 30, 2030; and (iii) decrease the interest rate applicable to the Revolving Loans from a rate equal to a secured overnight financing rate (SOFR) plus an applicable margin ranging from 3.50 % to 4.25 %, depending on the Company’s total net leverage ratio (as defined under the Credit Agreement) or a base rate plus an applicable margin ranging from 2.50 % to 3.25 %, at the Company’s option, to a rate equal to SOFR plus an applicable margin ranging from 3.25 % to 4.00 %, depending on the Company’s total net leverage ratio or a base rate plus an applicable margin ranging from 2.25 % to 3.00 %, at the Company’s option. After the June 30, 2026 amendment, letters of credit issued under the Credit Agreement incur a combined fee equal to an applicable margin ranging from 3.25 % to 4.00 % plus a fronting fee equal to 0.125 % per annum. Prior to the amendment, the combined fee was equal to an applicable margin ranging from 3.50 % to 4.25 % plus a fronting fee equal to 0.125 % per annum. Unused capacity under the Credit Agreement bears a commitment fee of 0.50 % per annum. The Company paid aggregate deferred financing costs of $5.7 million as part of the amendments during the nine months ended September 30, 2026.
During the second quarter of 2026, the Company borrowed and repaid $110.0 58.2 million. These letters of credit support the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees as further described in Note 12. “Financial Instruments and Other Guarantees.” Availability under the revolving credit facility was $341.8 million at September 30, 2026.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Credit Agreement contains customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Company and its subsidiaries’ ability to incur additional indebtedness, make certain restricted payments or investments, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets. The Credit Agreement is secured by substantially all assets of the Company and its U.S. subsidiaries, as well as a pledge of two Australian subsidiaries.
Interest Charges
The following table presents the components of the Company’s interest expense related to its indebtedness and financial assurance instruments such as surety bonds and letters of credit. Additionally, the table sets forth the amount of cash paid for interest, net of capitalized interest and the amount of non-cash interest expense primarily related to the amortization of debt issuance costs.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| 2028 Convertible Notes, coupon rate | $ | $ | $ | $ | |||||||||||||||||||
| 2028 Convertible Notes, accretion of debt discount | |||||||||||||||||||||||
| 2031 Convertible Notes, coupon rate | |||||||||||||||||||||||
| Finance lease obligations | |||||||||||||||||||||||
| Financial assurance instruments | |||||||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Receivables securitization program | |||||||||||||||||||||||
| Capitalized interest | ( | ( | ( | ||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Interest expense, net of capitalized interest | $ | $ | $ | $ | |||||||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | $ | $ | $ | |||||||||||||||||||
| Non-cash interest expense | $ | $ | $ | $ | |||||||||||||||||||
Covenant Compliance
(10) Pension and Postretirement Benefit Costs
The components of net periodic pension, postretirement benefit and workers’ compensation costs, excluding the service cost for benefits earned, are included in “Net periodic benefit credit, excluding service cost” in the unaudited condensed consolidated statements of operations.
The Company sponsors a qualified pension plan. Annual contributions to the qualified plan are made in accordance with minimum funding standards. Funding decisions also consider certain funded status thresholds defined by the Pension Protection Act of 2006. As of September 30, 2026, the qualified plan was expected to be at or above the Pension Protection Act thresholds. During the three and nine months ended September 30, 2026, the Company contributed $0.7 million and $1.3 million to its qualified pension plan. The Company expects to contribute a total of $2.0 million to the qualified plan in 2026 to maintain these thresholds and meet minimum funding requirements.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net periodic postretirement benefit credit included the following components:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Service cost for benefits earned | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost on accumulated postretirement benefit obligation | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||
| Amortization of prior service credit | ( | ( | ( | ( | |||||||||||||||||||
| Net actuarial gain | ( | ( | |||||||||||||||||||||
| Net periodic postretirement benefit credit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Company has established a Voluntary Employees’ Beneficiary Association (VEBA) trust to pre-fund a portion of benefits for non-represented retirees. The Company does not expect to make any discretionary contributions to the VEBA trust in 2026 and plans to utilize a portion of VEBA assets to make certain benefit payments.
In July 2026, the Company announced changes to its postretirement health care benefit plan for non-represented employees and retirees. Effective December 31, 2026, the Company will no longer provide a medical reimbursement benefit to certain existing employees and retirees.
The changes triggered a remeasurement event that resulted in a mark-to-market gain of $3.3 million recorded to “Net mark-to-market adjustment on actuarially determined liabilities” in the accompanying unaudited condensed consolidated statement of operations during the three and nine months ended September 30, 2026, primarily due to changes in assumed benefit utilization, updated census data and increase in discount rate from 5.15 % at December 31, 2025 to 5.50 % at the remeasurement date. The impact of the plan changes reduced the Company’s accumulated postretirement benefit obligation by $22.9 million. The reduction was attributable to the elimination of the medical reimbursement benefit. The reduction in liability was recorded with an offsetting balance in “Accumulated other comprehensive income,” of which, $11.5 million was amortized during the three and nine months ended September 30, 2026. The remaining amount will be amortized over the remaining life of the plan of 0.25 years.
(11) Earnings per Share (EPS)
Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding. As such, the Company includes share-based compensation awards and convertible debt in its potentially dilutive securities. Generally, dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive.
For all but performance units, the potentially dilutive impact of the Company’s share-based compensation awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation. For performance units, their contingent features result in an assessment for any potentially dilutive common stock by using the end of the reporting period as if it were the end of the contingency period for all units granted.
A conversion of the Company’s convertible debt could result in payment in Peabody’s common stock. For diluted EPS purposes, the potentially dilutive common stock is assumed to have been converted at the beginning of the period (or at the time of issuance, if later), and the resulting common shares are included for the period that they were outstanding. In periods where the potentially dilutive common stock is included in the computation of diluted EPS, the numerator will be adjusted to add back tax adjusted interest expense, which includes the amortization of debt issuance costs, related to the convertible debt.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On September 16, 2026, the Company announced that it would redeem all the outstanding 2028 Convertible Notes for cash. As of the date of the redemption notice, the remaining 2028 Convertible Notes ceased to be treated as convertible securities for the computation of diluted EPS. For the three and nine months ended September 30, 2026, the computation of diluted EPS excluded 10.0 million and 13.7 million shares, respectively, related to the 2028 Convertible Notes and the 2031 Convertible Notes combined, because their inclusion would have been anti-dilutive for those periods. The 2031 Convertible Notes were not outstanding during the three and nine months ended September 30, 2025; accordingly, for those periods, the computation of diluted EPS excluded 16.6 million and 16.5 million shares, respectively, related only to the 2028 Convertible Notes, because their inclusion would have been anti-dilutive for those periods.
The computation of diluted EPS also excluded aggregate share-based compensation awards of 1.0 million and 0.8 million shares for the three months ended September 30, 2026 and 2025, respectively, and 1.2 million and 1.0 million for the nine months ended September 30, 2026 and 2025, respectively, because to do so would have been anti-dilutive for those periods. Because the potential dilutive impact of such share-based compensation awards is calculated under the treasury stock method, anti-dilution generally occurs when the exercise prices or unrecognized compensation cost per share of such awards are higher than the Company’s average stock price during the applicable period. Anti-dilution also occurs when a company reports a net loss from continuing operations, and the dilutive impact of all share-based compensation awards are excluded accordingly.
The following illustrates the earnings allocation method utilized in the calculation of basic and diluted EPS.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions, except per share data) | |||||||||||||||||||||||
| Basic and Diluted EPS numerator: | |||||||||||||||||||||||
| Loss from continuing operations, net of income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Loss from continuing operations attributable to common stockholders | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| EPS denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding — basic and diluted | |||||||||||||||||||||||
| Basic and Diluted EPS attributable to common stockholders: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(12) Financial Instruments and Other Guarantees
In the normal course of business, the Company is a party to various guarantees and financial instruments that carry off-balance-sheet risk and are not reflected in the accompanying condensed consolidated balance sheets. Such financial instruments provide support for the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees. The Company periodically evaluates the instruments for on-balance-sheet treatment based on the amount of exposure under the instrument and the likelihood of required performance. The Company does not expect any material losses to result from these guarantees or off-balance-sheet instruments in excess of liabilities provided for in the accompanying condensed consolidated balance sheets.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company’s financial instruments that carry off-balance-sheet risk.
| September 30, 2026 | |||||||||||||||||
| Reclamation Support | Other Support (1) | Total | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Surety bonds | $ | $ | $ | ||||||||||||||
Letters of credit (2) | |||||||||||||||||
Less: Letters of credit in support of surety bonds (3) | ( | ( | ( | ||||||||||||||
| Obligations supported, net | $ | $ | $ | ||||||||||||||
(1) Instruments support obligations related to leases, health care plans, workers’ compensation, property and casualty insurance, customer and vendor contracts and certain restoration ancillary to prior mining activities.
(2) Amounts do not include cash-collateralized letters of credit.
(3) Certain letters of credit serve as collateral for surety bonds at the request of surety bond providers.
Australian Surety Bond Facilities
On June 12, 2026, certain of the Company’s Australian subsidiaries (collectively, the Australian Surety Bond Facility Obligors), each an indirect subsidiary of PEC, established new Australian dollar-denominated surety bond facilities with an aggregate combined principal amount of $700.0 million Australian dollars in commitments by entering into agreements with surety bond providers (the Australian Surety Bond Facilities). The Australian Surety Bond Facilities have been established to, among other things, establish a surety bonding facility, primarily to support reclamation bonding requirements, to replace the Australian Surety Bond Facility Obligors’ existing 100 % cash collateralized programs. During the nine months ended September 30, 2026, the Company capitalized $1.9 million of deferred financing costs related to the Australian Surety Bond Facilities.
The surety bond commitments established under the Australian Surety Bond Facilities terminate on June 12, 2031 (the Maturity Date). Surety bonds issued under the Australian Surety Bond Facilities may be issued with or without an expiration date, but any surety bond that does not have an expiration date or that has an expiration date occurring after the Maturity Date, must be repaid, prepaid in full or otherwise satisfied on or prior to the Maturity Date.
The Australian Surety Bond Facilities contain customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Australian Surety Bond Facility Obligors and their respective subsidiaries’ ability to incur additional financial indebtedness, make certain distributions or loans, sell or otherwise dispose of assets, enter into certain affiliate transactions, create or incur liens, and enter into mergers or other significant corporate transactions. The Australian Surety Bond Facilities are secured by substantially all of the assets of the Australian Surety Bond Facility Obligors.
Surety Agreement Termination
On June 12, 2026, the Company terminated that certain Transaction Support Agreement and Surety Resolution Term Sheet, each dated as of November 6, 2020 (as amended, supplemented or otherwise modified to the date hereof, the TSA), by and among the Company, certain subsidiaries of the Company party thereto and certain providers of its surety program (collectively, the Sureties). In connection with the termination of the TSA, on June 12, 2026, the Company terminated that certain Collateral Agency and Security Agreement, dated as of May 3, 2022 (as amended, supplemented or otherwise modified to the date hereof, the TSA Security Agreement), by and among the Company, certain subsidiaries of the Company party thereto, the Sureties party thereto and Bank of New York Mellon Trust Company, N.A., as collateral agent (the TSA Collateral Agent). All obligations of the Company to the Sureties and the TSA Collateral Agent, as applicable, under the TSA and the TSA Security Agreement have been satisfied. The termination of the TSA allowed for the overall reduction of collateral pledged to the Sureties.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounts Receivable Securitization
In 2017, the Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, as amended from time to time. The receivables securitization program authorized under the agreement (Securitization Program) is subject to customary events of default. The Securitization Program provides up to $225.0 million of funding capacity which is accounted for as a secured borrowing, limited to the availability of eligible receivables, and may be secured by a combination of collateral and the trade receivables underlying the program. Funding capacity under the Securitization Program may also be utilized for letters of credit in support of other obligations, which has been the Company’s primary utilization. The accounts receivable securitization program was amended in January 2025 to extend its maturity to January 2028. The Company capitalized $1.8 million of debt issuance costs related to the amendment.
Borrowings under the Securitization Program bear interest at SOFR plus 2.1 % per annum and remain outstanding throughout the term of the agreement, subject to the Company maintaining sufficient eligible receivables.
At September 30, 2026, the Company had no outstanding borrowings and $57.5 million of letters of credit outstanding under the Securitization Program. Availability under the Securitization Program, which is adjusted for certain ineligible receivables, was $111.0 million at September 30, 2026. The Company was not required to post cash collateral under the Securitization Program at September 30, 2026.
The Company incurred interest and fees associated with the Securitization Program of $0.6 1.8 million during both the nine months ended September 30, 2026 and 2025, respectively, which have been recorded as “Interest expense, net of capitalized interest” in the accompanying unaudited condensed consolidated statements of operations.
Credit Support Facilities
In February 2022, the Company entered into an agreement which provides up to $250.0 million of capacity for irrevocable standby letters of credit, primarily to support reclamation bonding requirements. Outstanding letters of credit bear a fixed fee in the amount of 0.75 % per annum. The Company receives a variable deposit rate on the amount of cash collateral posted in support of letters of credit. The agreement was amended on November 3, 2025, to (i) extend the expiration date to December 31, 2030 and (ii) reduce the required minimum cash collateral amount to 102 % of the aggregate amount of letters of credit outstanding under the agreement, provided that in the event the Company’s credit rating falls below certain thresholds, the minimum collateral amount shall increase to 103 %. At September 30, 2026, letters of credit of $34.0 million were outstanding under the agreement.
In December 2023, the Company established cash-backed bank guarantee facilities, primarily to support Australian reclamation bonding requirements. During the second quarter of 2026, the Australian Surety Bond Facilities, as described above, were established, which reduced the utilization of the cash-backed bank guarantee facilities. At September 30, 2026, guarantees of $15.4 million were outstanding for which the Company receives a variable deposit rate on the amount of cash collateral posted in support of the facilities, which mature at various dates between 2026 and 2030.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Cash and Collateral
The following table summarizes the Company’s “Restricted cash and collateral” in the accompanying condensed consolidated balance sheets. Restricted cash balances are held in controlled accounts with minimum balance requirements; withdrawals are subject to the approval of account beneficiaries, such as the Company’s surety providers, who have perfected security interests in the funds. The Company’s other cash collateral generally includes deposits held by regulatory authorities or financial institutions over which the Company has no control or ability to access. Portions of the restricted cash balances and deposits are held in accounts denominated in Australian dollars.
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
Restricted cash (1) | |||||||||||
Surety trust accounts (2) | $ | $ | |||||||||
Credit support facilities (2) (3) | |||||||||||
Other cash collateral (1) | |||||||||||
Deposits with regulatory authorities for reclamation and other obligations (3) | |||||||||||
| Restricted cash and collateral | $ | $ | |||||||||
(1) Restricted cash balances are combined with unrestricted cash and cash equivalents in the accompanying unaudited condensed consolidated statements of cash flows; changes between unrestricted cash and cash equivalents and restricted cash balances are thus not reflected in the operating, investing or financing activities therein. Changes in other cash collateral balances are reflected as operating activities therein.
(2) Surety trust accounts, the funding for collateralized letters of credit and cash supporting the bank guarantee facilities are comprised of highly liquid investments with original maturities of three months or less; interest and other earnings on such funds accrue to the Company.
(3) At September 30, 2026, the Australian dollar denominated balances supporting the bank guarantee facilities and the deposits with regulatory authorities were $22 million and $82 million, respectively. At December 31, 2025, the Australian dollar denominated balances supporting the bank guarantee facilities and the deposits with regulatory authorities were $312 million and $201 million, respectively.
(13) Commitments and Contingencies
Commitments
Unconditional Purchase Obligations
As of September 30, 2026, purchase commitments for capital expenditures were $37.3 million, all of which is obligated within the next 12 months.
There were no other material changes to the Company’s commitments from the information provided in Note 20. “Commitments and Contingencies” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Contingencies
From time to time, the Company or its subsidiaries are involved in legal proceedings arising in the ordinary course of business or related to indemnities or historical operations. The Company believes it has recorded adequate reserves for these liabilities. The Company discusses its significant legal proceedings below, including ongoing proceedings and those that impacted the Company’s consolidated results of operations for the periods presented.
Litigation and Matters Relating to Continuing Operations
Arbitration Relating to Terminated Anglo American plc (Anglo) Acquisition. On November 25, 2024, Peabody entered into definitive agreements (the Purchase Agreements) to acquire from Anglo certain assets and businesses associated with Anglo’s metallurgical coal portfolio in Australia (collectively, the Assets), including Anglo’s interests in the Moranbah North and Grosvenor mines, the Moranbah South development project, the Capcoal complex, the Roper Creek mine and the Dawson complex (comprising the Dawson Main/Central operating mine, the Dawson South operating mine, the Dawson South Exploration project and the Theodore South exploration project, collectively, the Dawson Assets). The Company agreed to, following the prospective closing of the Anglo acquisition, sell the Dawson Assets to Pt Bukit Makmur Mandiri Utama or one of its subsidiaries.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On August 19, 2025, Peabody terminated the Purchase Agreements. The termination of the Purchase Agreements followed Peabody’s prior delivery of a notice of a Material Adverse Change (MAC) as a result of an ignition event at the Moranbah North mine on March 31, 2025, which had led to the closure of the mine. Following Peabody’s termination of the Purchase Agreements, Anglo returned $29.0 million of the $75.0 million deposit previously paid by Peabody, and Peabody has demanded the outstanding $46.0 million of the deposit also be returned.
On September 23, 2025, various subsidiaries of Anglo initiated International Chamber of Commerce arbitration proceedings in London, United Kingdom, against Peabody and certain of its affiliates. At that time, Anglo’s complaint alleged, among other things, that Peabody wrongfully terminated the Purchase Agreements and sought, among other things, declarations that the ignition event at the Moranbah North mine did not constitute a MAC, as well as damages for losses in an unspecified amount, plus costs and interest. On June 5, 2026, Anglo filed its Statement of Claim, in which it purported to quantify, for the first time in the arbitration proceedings, the damages that it is demanding at approximately $755.0 million. This amount primarily consists of $628.4 million in claimed losses, representing what Anglo contends is the difference in value of the Assets between November 25, 2024 and August 19, 2025, with the remainder consisting of Anglo’s claimed additional costs and interest on such claimed losses and costs. On October 2, 2026, Peabody filed its Statement of Defense and Counterclaim in the arbitration. In its filing, Peabody denied Anglo’s allegations, asserted various defenses and brought counterclaims against Anglo and certain of its affiliates.
Peabody disputes Anglo’s allegations in the arbitration proceedings and submits it properly terminated the Purchase Agreements. With respect to Anglo’s calculation of its supposed damages, Peabody believes it is fundamentally flawed for several reasons, including because Anglo’s calculation assumes that the substantial portion of any loss in value is not attributable to the MAC and specifically the ignition event at Moranbah North. In this regard, Peabody remains confident that a MAC occurred, and that it was entitled to terminate the Purchase Agreements. However, while Peabody strongly disagrees with Anglo’s claim that the ignition event at the Moranbah North mine did not constitute a MAC, it is reasonably possible that the Company may incur a loss in connection with Anglo’s claim. That said, given Peabody’s strong view that it was entitled to terminate the Purchase Agreements, as well as the fundamental disagreement over the basis for Anglo’s calculation of its alleged damages, Peabody is unable to provide a reasonable estimate of any possible loss or range of loss relating to this matter. In addition, Peabody expects to receive the remaining $46.0 million purchase deposit under the termination provisions of the Purchase Agreements.
A final hearing in the arbitration proceedings is scheduled for September 2027.
Shareholder Action. On June 25, 2026, a putative class action lawsuit, McGeachy v. Peabody Energy Corp., et al., was filed against the Company and certain current/former executives (together the Securities Defendants) in the United States District Court for the Eastern District of Missouri (the Court) on behalf of a putative class of investors who purchased or otherwise acquired Peabody Energy common stock from October 14, 2024 to May 4, 2026. The lawsuit alleges that the Securities Defendants made certain misstatements or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, (the Exchange Act) regarding the Company’s ability to resume longwall production at the Centurion mine. On September 9, 2026, the Court appointed a lead plaintiff and lead counsel. On September 25, 2026, the Court entered a schedule under which plaintiffs must file an amended complaint by November 20, 2026, and the Securities Defendants must move against or otherwise respond to the amended complaint by January 22, 2027. The Securities Defendants intend to defend themselves vigorously. Peabody is unable to provide a reasonable estimate of any possible loss or range of loss relating to this matter.
On September 10, 2026, a putative derivative lawsuit, Marti v Grech, et al., was filed against the Company (as nominal defendant) and certain of the Company’s current/former officers and directors (the Derivative Defendants) in the United States District Court for the Eastern District of Missouri. Plaintiff alleges, putatively on behalf of the Company, that some or all of the Derivative Defendants are liable for breaches of their fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Sections 10(b), 20(a), and 14(a) of the Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act, for allegedly causing the Company to make false and misleading statements about the Company’s efforts to resume longwall production at the Centurion mine and the associated financial guidance. The Company and the Derivative Defendants intend to defend themselves vigorously. Peabody is unable to provide a reasonable estimate of any possible loss or range of loss relating to this matter.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other
At times, the Company becomes a party to other disputes, including those related to contract miner performance, claims, lawsuits, arbitration proceedings, regulatory investigations and administrative procedures in the ordinary course of business in the U.S., Australia and other countries where the Company does business. Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its consolidated financial condition, results of operations or cash flows. The Company reassesses the probability and the ability to estimate contingent losses as new information becomes available.
(14) Segment Information
The Company reports its results of operations primarily through the following reportable segments: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin and Other U.S. Thermal.
The Company’s chief operating decision maker (CODM), defined as the President and Chief Executive Officer, uses Adjusted EBITDA as the primary financial metric to measure each segment’s operating performance against expected results and to allocate resources, including capital investment in mining operations and potential expansions. Adjusted EBITDA is a non-GAAP financial measure defined as loss from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expenses and depreciation, depletion and amortization. Adjusted EBITDA is also adjusted for the discrete items that management excluded in analyzing the reportable segments’ operating performance, as displayed in the reconciliations below. Management believes this non-GAAP measure is used by investors to measure the Company’s operating performance. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
Reportable segment results were as follows:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Reportable Segment Totals | |||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Less Significant Segment Expenses: | |||||||||||||||||||||||||||||
| Labor costs | |||||||||||||||||||||||||||||
| Repair costs | |||||||||||||||||||||||||||||
| Outside services | |||||||||||||||||||||||||||||
| Commodities expense | |||||||||||||||||||||||||||||
| Sales related costs | |||||||||||||||||||||||||||||
Other expenses (1) | ( | ||||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||
| Additions to property, plant, equipment and mine development | |||||||||||||||||||||||||||||
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Reportable Segment Totals | |||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Less Significant Segment Expenses: | |||||||||||||||||||||||||||||
| Labor costs | |||||||||||||||||||||||||||||
| Repair costs | |||||||||||||||||||||||||||||
| Outside services | |||||||||||||||||||||||||||||
| Commodities expense | |||||||||||||||||||||||||||||
| Sales related costs | |||||||||||||||||||||||||||||
Other expenses (1) | ( | ||||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||
| Additions to property, plant, equipment and mine development | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Reportable Segment Totals | |||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Less Significant Segment Expenses: | |||||||||||||||||||||||||||||
| Labor costs | |||||||||||||||||||||||||||||
| Repair costs | |||||||||||||||||||||||||||||
| Outside services | |||||||||||||||||||||||||||||
| Commodities expense | |||||||||||||||||||||||||||||
| Sales related costs | |||||||||||||||||||||||||||||
Other expenses (1) | ( | ( | |||||||||||||||||||||||||||
| Adjusted EBITDA | ( | ||||||||||||||||||||||||||||
| Additions to property, plant, equipment and mine development | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | Reportable Segment Totals | |||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Less Significant Segment Expenses: | |||||||||||||||||||||||||||||
| Labor costs | |||||||||||||||||||||||||||||
| Repair costs | |||||||||||||||||||||||||||||
| Outside services | |||||||||||||||||||||||||||||
| Commodities expense | |||||||||||||||||||||||||||||
| Sales related costs | |||||||||||||||||||||||||||||
Other expenses (1) | ( | ( | |||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||
| Additions to property, plant, equipment and mine development | |||||||||||||||||||||||||||||
(1) Other expenses primarily include lease expense, non-sales related taxes, insurance expense and joint facility charges; offset by credits related to the capitalization of costs to the condensed consolidated balance sheet.
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total assets are reflected at the division level only for the Company’s reportable segments and are not allocated between each individual reportable segment as such information is not regularly reviewed by the Company’s CODM. Further, some assets service more than one reportable segment within the division and an allocation of such assets would not be meaningful or representative on a reportable segment by reportable segment basis. Assets related to closed, suspended or otherwise inactive mines are included within the Corporate and Other category.
The following table presents total assets at the division level:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Seaborne | $ | $ | |||||||||
| U.S. Thermal | |||||||||||
| Corporate and Other | |||||||||||
| Total assets | $ | $ | |||||||||
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PEABODY ENERGY CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of reportable segment totals follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Revenue from reportable segments | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Adjusted EBITDA from reportable segments | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items | |||||||||||||||||||||||
Corporate and Other (1) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation, depletion and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Asset retirement obligation expenses | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring charges | ( | ( | ( | ( | |||||||||||||||||||
| Costs related to terminated acquisition | ( | ( | ( | ( | |||||||||||||||||||
| Changes in amortization of basis difference related to equity affiliates | |||||||||||||||||||||||
| Other operating loss | ( | ( | |||||||||||||||||||||
| Interest expense, net of capitalized interest | ( | ( | ( | ( | |||||||||||||||||||
| Induced conversion expense | ( | ( | |||||||||||||||||||||
| Change in fair value of bifurcated conversion option | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Net mark-to-market adjustment on actuarially determined liabilities | |||||||||||||||||||||||
| Unrealized gains (losses) on foreign currency option contracts | ( | ( | |||||||||||||||||||||
| Take-or-pay contract-based intangible recognition | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Additions to property, plant, equipment and mine development from reportable segments | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Additions to property, plant, equipment and mine development | $ | $ | $ | $ | |||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this report, the terms “Peabody” or “the Company” refer to Peabody Energy Corporation or its applicable subsidiary or subsidiaries. Unless otherwise noted herein, disclosures in this Quarterly Report on Form 10-Q relate only to the Company’s continuing operations.
When used in this filing, the term “ton” refers to short or net tons, equal to 2,000 pounds (907.18 kilograms), while “tonne” refers to metric tons, equal to 2,204.62 pounds (1,000 kilograms).
Cautionary Notice Regarding Forward-Looking Statements
This report includes statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and are intended to come within the safe harbor protection provided by those sections. These statements relate to future events or the Company’s future financial performance. The Company uses words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “forecast,” “project,” “should,” “estimate,” “goal,” “plan,” “outlook,” “target,” “likely,” “could,” “will,” “would,” “to be” or other similar words to identify forward-looking statements.
Without limiting the foregoing, all statements relating to the Company’s future operating results, anticipated capital expenditures, future cash flows and borrowings, and sources of funding are forward-looking statements and speak only as of the date of this report. These forward-looking statements are based on numerous assumptions and expectations that the Company believes in good faith to be reasonable, but are subject to a wide range of uncertainties and business risks, and actual results may differ materially from those discussed in these statements. These factors are difficult to accurately predict and may be beyond the Company’s control.
When considering these forward-looking statements, you should keep in mind the cautionary statements in this document and in the Company’s other Securities and Exchange Commission (SEC) filings, including, but not limited to, the more detailed discussion of these factors and other factors that could affect its results contained in Item 1A. “Risk Factors” of Part II of this Quarterly Report on Form 10-Q and Item 1A. “Risk Factors” and Item 3. “Legal Proceedings” of Part I of its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026. These forward-looking statements speak only as of the date on which such statements were made, and the Company undertakes no obligation to update these statements except as required by federal securities laws.
Non-GAAP Financial Measures
The following discussion of Peabody’s results of operations includes references to and analysis of Adjusted EBITDA and Total Segment Costs, which are financial measures not recognized in accordance with United States generally accepted accounting principles (U.S. GAAP). Adjusted EBITDA is used by the chief operating decision maker, defined as Peabody’s President and Chief Executive Officer, as the primary financial metric to measure each segment’s operating performance against expected results and to allocate resources, including capital investment in mining operations and potential expansions. Total Segment Costs is also used by management as a component of a metric to measure each segment’s operating performance.
Also included in the following discussion of Peabody’s results of operations are references to Revenue per Ton, Costs per Ton and Adjusted EBITDA Margin per Ton for each reportable segment. These metrics are used by management to measure each reportable segment’s operating performance. Management believes Costs per Ton and Adjusted EBITDA Margin per Ton best reflect controllable costs and operating results at the reportable segment level. The Company considers all measures reported on a per ton basis to be operating/statistical measures; however, the Company includes reconciliations of the related non-GAAP financial measures (Adjusted EBITDA and Total Segment Costs) in the “Reconciliation of Non-GAAP Financial Measures” section contained within this Item 2.
Peabody believes non-GAAP measures are used by investors to measure its operating performance. These measures are not intended to serve as alternatives to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. Refer to the “Reconciliation of Non-GAAP Financial Measures” section contained within this Item 2 for definitions and reconciliations to the most comparable measures under U.S. GAAP.
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Overview
Peabody is a leading producer of metallurgical and thermal coal. In 2025, Peabody sold 122.0 million tons of coal. During the third quarter of 2026, the Moorvale Mine in the Seaborne Metallurgical Mining segment suspended production. As a result, the Company owned interests in 16 active coal mining operations located in the United States (U.S.) and Australia at September 30, 2026. Included in that count is Peabody’s 50% equity interest in Middlemount Coal Pty Ltd (Middlemount), which owns the Middlemount Mine in Queensland, Australia.
The Company reports its results of operations primarily through the following reportable segments: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin and Other U.S. Thermal. Refer to Note 14. “Segment Information” to the accompanying unaudited condensed consolidated financial statements for further information regarding those segments and the components of the Company’s Corporate and Other category.
Pricing during the three months ended September 30, 2026 is set forth in the table below.
| High | Low | Average | September 30, 2026 | November 2, 2026 | ||||||||||||||||||||||||||||
Premium low-vol hard coking coal (Premium HCC) (1) | $ | 284.90 | $ | 213.00 | $ | 248.11 | $ | 272.10 | $ | 262.30 | ||||||||||||||||||||||
Premium low-vol pulverized coal injection (Premium PCI) coal (1) | 220.00 | 152.60 | 178.02 | 190.20 | 206.00 | |||||||||||||||||||||||||||
Newcastle index thermal coal (1) | 148.29 | 127.41 | 135.01 | 146.75 | 152.00 | |||||||||||||||||||||||||||
API 5 index thermal coal (1) | 108.67 | 91.00 | 98.56 | 108.00 | 112.00 | |||||||||||||||||||||||||||
PRB 8,800 Btu/Lb coal (2) | 14.75 | 14.50 | 14.57 | 14.70 | 14.70 | |||||||||||||||||||||||||||
Illinois Basin 11,500 Btu/Lb coal (2) | 54.75 | 54.25 | 54.52 | 54.75 | 55.25 | |||||||||||||||||||||||||||
(1) Spot pricing expressed per metric tonne.
(2) Prompt month pricing expressed per short ton.
The seaborne pricing included in the table above is not necessarily indicative of the pricing the Company realized during the three months ended September 30, 2026 due to quality differentials and a portion of its seaborne sales being executed through annual and multi-year international coal supply agreements that contain provisions requiring both parties to renegotiate pricing periodically, with spot, index and quarterly sales arrangements also utilized. The Company’s typical practice is to negotiate pricing for seaborne metallurgical coal contracts on a quarterly, spot or index basis and seaborne thermal coal contracts on an annual, spot or index basis.
In the U.S., the pricing included in the table above is also not necessarily indicative of the pricing the Company realized during the three months ended September 30, 2026 since the Company generally sells coal under long-term contracts where pricing is determined based on various factors. Such long-term contracts in the U.S. may vary significantly in many respects, including price adjustment features, price reopener terms, coal quality requirements, quantity parameters, permitted sources of supply, treatment of environmental constraints, extension options, force majeure and termination and assignment provisions. Competition from alternative fuels such as natural gas and other fuel sources may also impact the Company’s realized pricing.
Within the global coal industry, supply and demand for its products and the supplies used for mining are being impacted by recent geopolitical events and changes to trade policy, including tariffs and customs regulations. As future developments related to geopolitical events and trade policy, including additional or retaliatory tariffs, delays in implementing previously announced changes or ongoing negotiations between countries, are unknown, the global coal industry data for the nine months ended September 30, 2026 presented herein may not be indicative of their ultimate impacts.
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During the nine months ended September 30, 2026, robust demand for seaborne metallurgical coal and tighter global supply contributed to the premium coking coal price rising 31% and the pulverized coal injection (PCI) price rising 19% year-to-date versus 2025. Safety-led Chinese domestic coal production cuts, coal mine production variability in seaborne export producing regions and weather-related supply chain disruptions restricted global supply of premium hard coking coal and PCI. Weaker Chinese mining rates led to higher domestic Chinese coal prices, supporting increased Chinese interest in coal imports and generally higher prices for the seaborne metallurgical coal market. Chinese imports of metallurgical coal over the period July 2026 to September 2026 increased 25% versus the same period in 2025. In India, robust steel demand and continued production growth reflected strong economic activity, with steel producer margins remaining resilient amid geopolitical headwinds as steel production grew approximately 6% year-over-year during the nine months ended September 30, 2026. Globally, metallurgical coal trade flows were affected by increased freight costs, geopolitical developments and higher fuel and mining costs across producing regions. As a result of these factors, benchmark premium hard coking coal prices are expected to remain generally higher in the near term compared with the beginning of the year, although prices remain subject to volatility due to global supply and macroeconomic factors.
During the nine months ended September 30, 2026, seaborne thermal coal market fundamentals remained supportive, driven by geopolitical tensions, extreme weather events, regional demand conditions, supply disruptions and other supply risks. Liquefied natural gas (LNG) prices increased significantly during the period and remained volatile as constrained LNG flows from the Middle East intensified competition for cargoes, improving the relative economics of coal-fueled generation in importing markets with available coal generation capacity. In China, power demand remained robust, supported by seasonal requirements, industrial and construction activity, and growth in high-technology manufacturing, electric vehicle-related infrastructure, digital services and equipment manufacturing. Extensive safety inspections limited domestic coal production and increased demand for seaborne coal imports. In India, power demand remained strong and increased further due to hotter-than-normal weather and lower hydroelectric generation associated with El Niño. Logistics constraints affecting domestic coal supply, together with strong coal-fired generation, reduced coal inventories to critically low levels and increased coal import demand. Thermal coal continued to serve as a significant source of electricity generation and industrial energy demand globally despite volatility in energy markets. Thermal coal prices are expected to remain sensitive to developments in LNG markets, Indonesia's coal export and domestic market obligation policies, fuel prices and global weather patterns that influence electricity demand trends.
In the U.S., overall electricity demand increased 2.7% year-over-year through the nine months ended September 30, 2026. Through the first nine months of 2026, electricity generation from thermal coal decreased 5% year-over-year, driven by lower natural gas prices, stronger renewable generation and milder spring temperatures. Hot summer weather during the third quarter contributed to an increase in coal-fired generation of 3.0% compared to the third quarter of 2025. Coal’s share of electricity generation decreased to approximately 16% for the nine months ended September 30, 2026, while wind and solar’s combined generation share increased to 19% and the share of natural gas generation remained stable at approximately 40%. U.S. coal inventories have decreased almost 11 million tons compared to the end of 2025 through September 30, 2026.
Financing and Liquidity Transactions
During the second quarter of 2026, Peabody completed multiple financing transactions. The Company issued $250.0 million of convertible senior unsecured notes due 2031 and used the proceeds of the offering and cash to purchase a capped call with a cap price of $50.61 per share and to repurchase $241.2 million of the convertible senior unsecured notes due 2028 for cash consideration of $386.8 million. These transactions lowered the Company’s borrowing rates, extended debt maturities to 2031 and reduced potential common share dilution from the convertible notes. The Company also entered into standard agreements with surety providers in the U.S. and Australia during the second quarter, which reduced total reclamation collateral requirements and released formerly restricted cash and cash collateral. And finally, the Company amended its existing revolving credit facility to increase funding capacity, lower interest rates and extend the maturity date.
During the third quarter of 2026, the Company repurchased an additional $38.9 million of the convertible senior unsecured notes due 2028 for cash consideration of $58.1 million. On September 16, 2026, the Company announced that it would redeem the remaining $39.9 million of its convertible senior unsecured notes due 2028 for cash, further reducing the potential common share dilution from the convertible notes.
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From an economic perspective, the $164.8 million premium paid above par value to repurchase the convertible senior notes due 2028 during the nine months ended September 30, 2026 was equivalent to repurchasing approximately 5.7 million shares at a weighted average price of $28.68 per share. The repurchases of the convertible senior unsecured notes due 2028 and the issuance of the cash redemption notice reduced the potential common share dilution by approximately 16.7 million shares, while the issuance of the convertible senior unsecured notes due 2031 added approximately 6.5 million shares, resulting in a net reduction to potential common share dilution of approximately 10.2 million shares.
Refer to the “Liquidity and Capital Resources” section contained within this Item 2 for a further discussion of these financing and liquidity transactions.
Arbitration Relating to Terminated Anglo American plc (Anglo) Acquisition
On November 25, 2024, Peabody entered into definitive agreements (the Purchase Agreements) to acquire from Anglo certain assets and businesses associated with Anglo’s metallurgical coal portfolio in Australia (collectively, the Assets), including Anglo’s interests in the Moranbah North and Grosvenor mines, the Moranbah South development project, the Capcoal complex, the Roper Creek mine and the Dawson complex (comprising the Dawson Main/Central operating mine, the Dawson South operating mine, the Dawson South Exploration project and the Theodore South exploration project, collectively, the Dawson Assets). The Company agreed to, following the prospective closing of the Anglo acquisition, sell the Dawson Assets to Pt Bukit Makmur Mandiri Utama or one of its subsidiaries.
On August 19, 2025, Peabody terminated the Purchase Agreements. The termination of the Purchase Agreements followed Peabody’s prior delivery of a notice of a Material Adverse Change (MAC) as a result of an ignition event at the Moranbah North mine on March 31, 2025, which had led to the closure of the mine. Following Peabody’s termination of the Purchase Agreements, Anglo returned $29.0 million of the $75.0 million deposit previously paid by Peabody, and Peabody has demanded the outstanding $46.0 million of the deposit also be returned. See Note 13. “Commitments and Contingencies” to the accompanying unaudited condensed consolidated financial statements for further information.
On September 23, 2025, various subsidiaries of Anglo initiated International Chamber of Commerce arbitration proceedings in London, United Kingdom, against Peabody and certain of its affiliates. At that time, Anglo’s complaint alleged, among other things, that Peabody wrongfully terminated the Purchase Agreements and sought, among other things, declarations that the ignition event at the Moranbah North mine did not constitute a MAC, as well as damages for losses in an unspecified amount, plus costs and interest. On June 5, 2026, Anglo filed its Statement of Claim, in which it purported to quantify, for the first time in the arbitration proceedings, the damages that it is demanding at approximately $755.0 million. This amount primarily consists of $628.4 million in claimed losses, representing what Anglo contends is the difference in value of the Assets between November 25, 2024 and August 19, 2025, with the remainder consisting of Anglo’s claimed additional costs and interest on such claimed losses and costs. On October 2, 2026, Peabody filed its Statement of Defense and Counterclaim in the arbitration. In its filing, Peabody denied Anglo’s allegations, asserted various defenses and brought counterclaims against Anglo and certain of its affiliates.
Peabody disputes Anglo’s allegations in the arbitration proceedings and submits it properly terminated the Purchase Agreements. With respect to Anglo’s calculation of its supposed damages, Peabody believes it is fundamentally flawed for several reasons, including because Anglo’s calculation assumes that the substantial portion of any loss in value is not attributable to the MAC and specifically the ignition event at Moranbah North. In this regard, Peabody remains confident that a MAC occurred, and that it was entitled to terminate the Purchase Agreements. However, while Peabody strongly disagrees with Anglo’s claim that the ignition event at the Moranbah North mine did not constitute a MAC, it is reasonably possible that the Company may incur a loss in connection with Anglo’s claim. That said, given Peabody’s strong view that it was entitled to terminate the Purchase Agreements, as well as the fundamental disagreement over the basis for Anglo’s calculation of its alleged damages, Peabody is unable to provide a reasonable estimate of any possible loss or range of loss relating to this matter. In addition, Peabody expects to receive the remaining $46.0 million purchase deposit under the termination provisions of the Purchase Agreements.
A final hearing in the arbitration proceedings is scheduled for September 2027.
Potential Recovery of Rare Earth Elements (REE)
In early July 2026, it was announced that Peabody had been awarded a grant from the U.S. Department of Energy to advance REE and critical minerals (CM) development opportunities in the Powder River Basin. Combined with the Wyoming Energy Authority grant awarded in February 2026, the Company continues to advance its evaluation of the potential recovery of REE and CM and other REE/CM opportunities.
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Centurion Update
Late in the third quarter, the longwall encountered more problematic faulting than anticipated across multiple areas of the panel, which is constraining production and equipment performance as the operation safely works through these conditions. Increased geological complexity impacted longwall performance during October 2026, resulting in production of approximately 45 thousand tons for the month. The Company now has a clearer understanding of how the current longwall configuration performs in these conditions and has identified targeted engineering modifications. These include a base-lift power increase, estimated at $1.5 to $2 million, to be completed during scheduled maintenance in the current panel, and a two-stage flipper, estimated at $5 to $10 million, to be installed during the next longwall move, now expected in the third quarter of 2027.
Results of Operations
Three and Nine Months Ended September 30, 2026 Compared to the Three and Nine Months Ended September 30, 2025
Summary
The increase in results from continuing operations, net of income taxes for the three months ended September 30, 2026 compared to the same period in the prior year ($37.9 million) was due to higher revenue ($84.2 million) primarily driven by favorable pricing and lower costs related to the terminated acquisition ($50.1 million). The favorable variances were partially offset by higher operating costs and expenses ($83.3 million).
The decrease in results from continuing operations, net of income taxes for the nine months ended September 30, 2026 compared to the same period in the prior year ($86.1 million) was driven by higher operating costs and expenses ($342.3 million), higher depreciation, depletion and amortization ($29.1 million) and induced conversion expense recognized in the current year ($20.5 million). The unfavorable variances were partially offset by higher revenue ($233.6 million) primarily driven by favorable pricing, lower costs related to the terminated acquisition ($66.0 million) and increased tax benefits ($56.3 million).
Adjusted EBITDA for the three and nine months ended September 30, 2026 reflected a year-over-year decrease of $2.0 million and $132.8 million, respectively.
Tons Sold
The following table presents tons sold:
| Three Months Ended September 30, | (Decrease) Increase to Volumes | Nine Months Ended September 30, | (Decrease) Increase to Volumes | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Tons | % | 2026 | 2025 | Tons | % | ||||||||||||||||||||||||||||||||||||||||
| (Tons in millions) | (Tons in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | 3.1 | 4.1 | (1.0) | (24) | % | 9.1 | 12.1 | (3.0) | (25) | % | |||||||||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 2.2 | 2.1 | 0.1 | 5 | % | 6.7 | 6.1 | 0.6 | 10 | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 19.6 | 22.6 | (3.0) | (13) | % | 57.2 | 62.2 | (5.0) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 3.4 | 3.7 | (0.3) | (8) | % | 9.7 | 9.7 | — | — | % | |||||||||||||||||||||||||||||||||||||
| Total tons sold from reportable segments | 28.3 | 32.5 | (4.2) | (13) | % | 82.7 | 90.1 | (7.4) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | — | — | — | n.m. | 0.1 | — | 0.1 | n.m. | |||||||||||||||||||||||||||||||||||||||
| Total tons sold | 28.3 | 32.5 | (4.2) | (13) | % | 82.8 | 90.1 | (7.3) | (8) | % | |||||||||||||||||||||||||||||||||||||
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Supplemental Financial Data
The following table presents supplemental financial data by reportable segment:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Revenue per Ton (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 77.63 | $ | 59.25 | $ | 18.38 | 31 | % | $ | 73.13 | $ | 57.93 | $ | 15.20 | 26 | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 164.83 | 121.34 | 43.49 | 36 | % | 150.63 | 120.08 | 30.55 | 25 | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 13.71 | 13.36 | 0.35 | 3 | % | 13.66 | 13.72 | (0.06) | — | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 59.53 | 51.77 | 7.76 | 15 | % | 56.96 | 53.27 | 3.69 | 7 | % | |||||||||||||||||||||||||||||||||||||
Costs per Ton (1)(2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 56.58 | $ | 49.23 | $ | 7.35 | 15 | % | $ | 54.99 | $ | 44.85 | $ | 10.14 | 23 | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 162.45 | 108.31 | 54.14 | 50 | % | 153.44 | 114.86 | 38.58 | 34 | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 12.94 | 11.07 | 1.87 | 17 | % | 13.11 | 11.61 | 1.50 | 13 | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 52.18 | 49.90 | 2.28 | 5 | % | 47.69 | 47.76 | (0.07) | — | % | |||||||||||||||||||||||||||||||||||||
Adjusted EBITDA Margin per Ton (1)(2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 21.05 | $ | 10.02 | $ | 11.03 | 110 | % | $ | 18.14 | $ | 13.08 | $ | 5.06 | 39 | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 2.38 | 13.03 | (10.65) | (82) | % | (2.81) | 5.22 | (8.03) | (154) | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 0.77 | 2.29 | (1.52) | (66) | % | 0.55 | 2.11 | (1.56) | (74) | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 7.35 | 1.87 | 5.48 | 293 | % | 9.27 | 5.51 | 3.76 | 68 | % | |||||||||||||||||||||||||||||||||||||
(1)This is an operating/statistical measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
(2)Includes revenue-based production taxes and royalties; excludes depreciation, depletion and amortization; asset retirement obligation expenses; selling and administrative expenses; restructuring charges; asset impairment; amortization of take-or-pay contract-based intangibles; and certain other costs related to post-mining activities.
Revenue
The following table presents revenue by segment:
| Three Months Ended September 30, | (Decrease) Increase to Revenue | Nine Months Ended September 30, | (Decrease) Increase to Revenue | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 241.6 | $ | 242.7 | $ | (1.1) | — | % | $ | 669.7 | $ | 702.9 | $ | (33.2) | (5) | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 366.0 | 258.9 | 107.1 | 41 | % | 1,007.3 | 731.2 | 276.1 | 38 | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 268.1 | 301.4 | (33.3) | (11) | % | 781.4 | 852.7 | (71.3) | (8) | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 206.1 | 192.0 | 14.1 | 7 | % | 553.8 | 515.8 | 38.0 | 7 | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | 14.5 | 17.1 | (2.6) | (15) | % | 60.6 | 36.6 | 24.0 | 66 | % | |||||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,096.3 | $ | 1,012.1 | $ | 84.2 | 8 | % | $ | 3,072.8 | $ | 2,839.2 | $ | 233.6 | 8 | % | |||||||||||||||||||||||||||||||
Seaborne Thermal. Segment revenue decreased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year due to unfavorable volume ($65.6 million and $184.7 million, respectively) driven by reductions at the Wilpinjong Mine due to mine sequencing and the closure of the Wambo Underground Mine in September 2025, offset by favorable realized prices ($64.5 million and $151.5 million, respectively).
Seaborne Metallurgical. Segment revenue increased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year due to favorable realized prices ($76.3 million and $173.8 million, respectively) and favorable volume ($30.8 million and $102.3 million, respectively) driven largely by the start-up of the Centurion Mine.
Powder River Basin. Segment revenue decreased during the three months ended September 30, 2026 compared to the same period in the prior year due to unfavorable volume ($37.0 million) resulting from lower coal burn driven by mild weather in the U.S. and lower natural gas prices, partially offset by favorable realized prices ($3.7 million).
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Segment revenue decreased during the nine months ended September 30, 2026 compared to the same period in the prior year due to unfavorable volume ($64.3 million) as described above and unfavorable realized prices ($7.0 million) which were driven by the impact of adjustments to cost pass-through contracts with certain customers resulting from the federal royalty rate reduction included in the One Big Beautiful Bill Act of 2025 (OBBBA) which was enacted in the second half of 2025.
Other U.S. Thermal. Segment revenue increased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year due to favorable realized prices ($27.9 million and $37.7 million, respectively), offset by unfavorable volume ($13.8 million, three months).
Corporate and Other. The decrease in revenue during the three months ended September 30, 2026 compared to the same period in the prior year was primarily driven by lower revenue from trading activities, partially offset by higher royalty income. The increase in revenue during the nine months ended September 30, 2026 compared to the same period in the prior year was primarily driven by higher revenue from trading activities and higher royalty income.
Segment Costs
The following table presents costs by segment:
| Three Months Ended September 30, | (Decrease) Increase to Total Segment Costs | Nine Months Ended September 30, | (Decrease) Increase to Total Segment Costs | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 176.1 | $ | 201.7 | $ | (25.6) | (13) | % | $ | 503.6 | $ | 544.2 | $ | (40.6) | (7) | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 360.8 | 231.1 | 129.7 | 56 | % | 1,026.1 | 699.4 | 326.7 | 47 | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 253.1 | 249.7 | 3.4 | 1 | % | 749.8 | 721.7 | 28.1 | 4 | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 180.6 | 185.1 | (4.5) | (2) | % | 463.6 | 462.5 | 1.1 | — | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | (1.7) | 19.8 | (21.5) | (109) | % | 40.1 | 13.3 | 26.8 | 202 | % | |||||||||||||||||||||||||||||||||||||
Total Segment Costs (1) | $ | 968.9 | $ | 887.4 | $ | 81.5 | 9 | % | $ | 2,783.2 | $ | 2,441.1 | $ | 342.1 | 14 | % | |||||||||||||||||||||||||||||||
(1)This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
Seaborne Thermal. Segment Costs decreased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year primarily due to decreased volume (1.0 million tons and 3.0 million tons, respectively) which drove both lower variable costs ($27.5 million and $38.2 million, respectively) and sales related costs ($5.7 million and $22.9 million, respectively), offset by increased commodities expense ($11.1 million and $30.2 million, respectively) which was driven by higher fuel pricing.
Seaborne Metallurgical. Segment Costs increased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year due to higher costs for labor, repairs and outside services ($50.8 million and $187.6 million, respectively) driven by geological challenges encountered in a fault zone and longwall commissioning activities at the Centurion Mine; higher sales related costs ($30.1 million and $79.5 million, respectively) resulting from increased volume (0.1 million tons and 0.6 million tons, respectively); and higher realized pricing; higher variable costs ($29.2 million, three months) and increased commodities expense ($6.9 million and $22.6 million, respectively) which was primarily driven by higher fuel pricing.
Powder River Basin. Segment Costs increased during the three months ended September 30, 2026 compared to the same period in the prior year due to increased commodities expense ($18.0 million) driven by higher fuel pricing and increased leasing expense ($3.2 million). These increases were offset by lower costs for labor, repairs and outside services ($11.5 million) as operational spend was cut in response to decreased customer demand and lower sales related costs ($8.0 million) due to decreased volume (3.0 million tons).
Segment Costs increased during the nine months ended September 30, 2026 compared to the same period in the prior year due to increased commodities expense ($47.2 million), higher costs for labor and outside services ($21.0 million) as the result of planned equipment outages and increased in-pit inventory; and increased leasing expense ($9.7 million). These increases were offset by lower sales related costs ($44.8 million) which were largely driven by the federal royalty rate reduction on coal production included in the OBBBA, as described above, and lower volume (5.0 million tons).
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Other U.S. Thermal. Segment Costs decreased during the three months ended September 30, 2026 compared to the same period in the prior year primarily due to lower costs for labor, repairs and outside services ($19.5 million), offset by increased commodities expense ($10.8 million) driven by higher fuel pricing and higher sales related costs ($3.2 million).
Segment Costs increased during the nine months ended September 30, 2026 compared to the same period in the prior year due to higher commodities expense ($22.0 million) and higher sales related costs ($7.9 million), offset by lower costs for labor, repairs and outside services ($35.1 million).
Corporate and Other. The decrease to Segment Costs during the three months ended September 30, 2026 compared to the same period in the prior year was driven by lower expenses related to the Company’s coal trading business ($7.6 million); higher net periodic benefit credit, excluding service cost resulting from a current period change to the Company’s postretirement health care benefit plan ($4.6 million); prior year holding costs associated with the Centurion Mine ($4.6 million); and the favorable remeasurement of foreign currency ($4.4 million).
The increase to Segment Costs during the nine months ended September 30, 2026 compared to the same period in the prior year was primarily driven by higher expenses related to the Company’s coal trading business ($15.7 million); lower net periodic benefit credit, excluding service cost driven by the final amortization in the prior year of a previously established prior service credit which more than offset the impact of the current year changes ($9.5 million); and reduced foreign currency gains in the current year ($4.3 million).
Adjusted EBITDA
The following table presents Adjusted EBITDA for each of the Company’s segments:
| Three Months Ended September 30, | Increase (Decrease) to Segment Adjusted EBITDA | Nine Months Ended September 30, | Increase (Decrease) to Segment Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | 65.5 | $ | 41.0 | $ | 24.5 | 60 | % | $ | 166.1 | $ | 158.7 | $ | 7.4 | 5 | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | 5.2 | 27.8 | (22.6) | (81) | % | (18.8) | 31.8 | (50.6) | (159) | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | 15.0 | 51.7 | (36.7) | (71) | % | 31.6 | 131.0 | (99.4) | (76) | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | 25.5 | 6.9 | 18.6 | 270 | % | 90.2 | 53.3 | 36.9 | 69 | % | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | (13.7) | (27.9) | 14.2 | 51 | % | (65.1) | (38.0) | (27.1) | (71) | % | |||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 97.5 | $ | 99.5 | $ | (2.0) | (2) | % | $ | 204.0 | $ | 336.8 | $ | (132.8) | (39) | % | |||||||||||||||||||||||||||||||
(1)This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
Seaborne Thermal. Segment Adjusted EBITDA increased during the three months ended September 30, 2026 compared to the same period in the prior year due to higher realized prices net of sales sensitive costs ($62.8 million); offset by unfavorable production costs ($13.5 million), higher commodities expense as described above and the unfavorable impact of higher foreign exchange rates on expenses ($7.9 million).
Segment Adjusted EBITDA increased during the nine months ended September 30, 2026 compared to the same period in the prior year due to higher realized prices net of sales sensitive costs ($158.2 million); offset by unfavorable production costs ($66.5 million) primarily driven by mine sequencing at the Wilpinjong Mine, unfavorable volume ($34.5 million), higher commodities expense as described above and the unfavorable impact of higher foreign exchange rates on expenses ($27.1 million).
Seaborne Metallurgical. Segment Adjusted EBITDA decreased during the three and nine months ended September 30, 2026 compared to the same periods in the prior year due to unfavorable production costs ($86.4 million and $189.5 million, respectively) primarily driven by geological challenges encountered in a fault zone and longwall commissioning activities at the Centurion Mine, the unfavorable impact of higher foreign exchange rates on expenses ($11.3 million and $39.9 million, respectively) and higher commodities expense as described above. These decreases were offset by higher realized prices net of sales sensitive costs ($53.0 million and $122.6 million, respectively) and favorable volume ($28.4 million and $70.6 million, respectively).
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Powder River Basin. Segment Adjusted EBITDA decreased during the three months ended September 30, 2026 compared to the same period in the prior year due to unfavorable volume ($22.5 million), higher commodity pricing as described above, increased overburden removal costs ($5.7 million) and higher leasing expense as described above. These decreases were offset by lower costs for labor, repairs and outside services and lower sales related costs as described above.
Segment Adjusted EBITDA decreased during the nine months ended September 30, 2026 compared to the same period in the prior year due to higher commodity pricing as described above, unfavorable volume ($37.5 million), higher costs for labor and outside services as described above, increased in-pit inventory as the workforce focused on preparatory efforts in light of reduced customer demand ($20.6 million) and higher leasing expense as described above. These decreases were offset by lower sales related costs as described above.
Other U.S. Thermal. Segment Adjusted EBITDA increased during the three months ended September 30, 2026 compared to the same period in the prior year primarily due to higher realized prices net of sales sensitive costs ($24.1 million) and lower costs for labor, repairs and outside services as described above, offset by higher commodities pricing as described above and unfavorable volume ($8.5 million).
Segment Adjusted EBITDA increased during the nine months ended September 30, 2026 compared to the same period in the prior year primarily due to lower costs for labor, repairs and outside services as described above and higher realized prices net of sales sensitive costs ($29.9 million), offset by higher commodity pricing and usage as described above.
Corporate and Other Adjusted EBITDA. The following table presents a summary of the components of Corporate and Other Adjusted EBITDA:
| Three Months Ended September 30, | (Decrease) Increase to Adjusted EBITDA | Nine Months Ended September 30, | Decrease to Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
Middlemount (1) | $ | (4.1) | $ | (1.7) | $ | (2.4) | (141) | % | $ | (19.2) | $ | (9.9) | $ | (9.3) | (94) | % | |||||||||||||||||||||||||||||||
Resource management activities (2) | 5.4 | 5.3 | 0.1 | 2 | % | 27.7 | 28.1 | (0.4) | (1) | % | |||||||||||||||||||||||||||||||||||||
Selling and administrative expenses | (28.8) | (27.4) | (1.4) | (5) | % | (83.7) | (74.5) | (9.2) | (12) | % | |||||||||||||||||||||||||||||||||||||
Other items, net (3) | 13.8 | (4.1) | 17.9 | 437 | % | 10.1 | 18.3 | (8.2) | (45) | % | |||||||||||||||||||||||||||||||||||||
Corporate and Other Adjusted EBITDA | $ | (13.7) | $ | (27.9) | $ | 14.2 | 51 | % | $ | (65.1) | $ | (38.0) | $ | (27.1) | (71) | % | |||||||||||||||||||||||||||||||
(1)Middlemount’s results are before the impact of related changes in amortization of basis difference.
(2)Includes gains (losses) on certain surplus coal reserve, coal resource and surface land sales and property management costs and revenue.
(3)Includes trading and brokerage activities, costs associated with post-mining activities, gains (losses) on certain asset disposals, minimum charges on certain transportation-related contracts, results from the Company’s other equity method investments, costs associated with suspended operations, holding costs associated with the Centurion Mine, the impact of foreign currency remeasurement and expenses related to the Company’s other commercial activities.
Corporate and Other Adjusted EBITDA increased during the three months ended September 30, 2026 compared to the same period in the prior year due to an increase in other items driven by a higher net periodic benefit credit, excluding service cost, as described above ($4.6 million), prior year holding costs associated with the Centurion Mine ($4.6 million), and higher remeasurement gains of foreign currency denominated monetary assets, substantially comprised of Australian dollar denominated restricted cash and cash collateral ($4.4 million).
Corporate and Other Adjusted EBITDA decreased during the nine months ended September 30, 2026 compared to the same period in the prior year due to unfavorable variances in Middlemount’s results driven by lower production and higher fuel costs, partially offset by higher sales pricing; and higher selling and administrative expenses primarily resulting from consulting and legal fees. The decrease in other items was driven by a lower net periodic benefit credit, excluding service cost, as described above ($9.5 million).
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Loss From Continuing Operations, Net of Income Taxes
The following table presents loss from continuing operations, net of income taxes:
| Three Months Ended September 30, | (Decrease) Increase to Income | Nine Months Ended September 30, | (Decrease) Increase to Income | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 97.5 | $ | 99.5 | $ | (2.0) | (2) | % | $ | 204.0 | $ | 336.8 | $ | (132.8) | (39) | % | |||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (97.6) | (100.0) | 2.4 | 2 | % | (314.6) | (285.5) | (29.1) | (10) | % | |||||||||||||||||||||||||||||||||||||
| Asset retirement obligation expenses | (13.7) | (13.9) | 0.2 | 1 | % | (41.1) | (41.3) | 0.2 | — | % | |||||||||||||||||||||||||||||||||||||
| Restructuring charges | (1.0) | (4.0) | 3.0 | 75 | % | (4.4) | (9.2) | 4.8 | 52 | % | |||||||||||||||||||||||||||||||||||||
| Costs related to terminated acquisition | (3.9) | (54.0) | 50.1 | 93 | % | (9.2) | (75.2) | 66.0 | 88 | % | |||||||||||||||||||||||||||||||||||||
| Changes in amortization of basis difference related to equity affiliates | 0.5 | 0.5 | — | — | % | 1.8 | 1.9 | (0.1) | (5) | % | |||||||||||||||||||||||||||||||||||||
| Other operating loss | (12.9) | — | (12.9) | n.m. | (12.9) | — | (12.9) | n.m. | |||||||||||||||||||||||||||||||||||||||
| Interest expense, net of capitalized interest | (18.6) | (10.0) | (8.6) | (86) | % | (42.0) | (32.6) | (9.4) | (29) | % | |||||||||||||||||||||||||||||||||||||
| Induced conversion expense | (3.3) | — | (3.3) | n.m. | (20.5) | — | (20.5) | n.m. | |||||||||||||||||||||||||||||||||||||||
| Change in fair value of bifurcated conversion option | 7.2 | — | 7.2 | n.m. | 7.2 | — | 7.2 | n.m. | |||||||||||||||||||||||||||||||||||||||
| Interest income | 8.5 | 13.9 | (5.4) | (39) | % | 33.7 | 43.1 | (9.4) | (22) | % | |||||||||||||||||||||||||||||||||||||
| Net mark-to-market adjustment on actuarially determined liabilities | 3.3 | — | 3.3 | n.m. | 3.3 | — | 3.3 | n.m. | |||||||||||||||||||||||||||||||||||||||
| Unrealized gains (losses) on foreign currency option contracts | 0.8 | (2.3) | 3.1 | 135 | % | (2.8) | 6.1 | (8.9) | (146) | % | |||||||||||||||||||||||||||||||||||||
| Take-or-pay contract-based intangible recognition | — | 0.3 | (0.3) | (100) | % | — | 0.8 | (0.8) | (100) | % | |||||||||||||||||||||||||||||||||||||
| Income tax benefit | 4.5 | 3.4 | 1.1 | 32 | % | 57.5 | 1.2 | 56.3 | 4,692 | % | |||||||||||||||||||||||||||||||||||||
| Loss from continuing operations, net of income taxes | $ | (28.7) | $ | (66.6) | $ | 37.9 | 57 | % | $ | (140.0) | $ | (53.9) | $ | (86.1) | (160) | % | |||||||||||||||||||||||||||||||
(1)This is a financial measure not recognized in accordance with U.S. GAAP. Refer to the “Reconciliation of Non-GAAP Financial Measures” section below for definitions and reconciliations to the most comparable measures under U.S. GAAP.
Depreciation, Depletion and Amortization. The following table presents a summary of depreciation, depletion and amortization expense by segment:
| Three Months Ended September 30, | Increase (Decrease) to Income | Nine Months Ended September 30, | Increase (Decrease) to Income | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Seaborne Thermal | $ | (21.9) | $ | (31.3) | $ | 9.4 | 30 | % | $ | (66.6) | $ | (95.7) | $ | 29.1 | 30 | % | |||||||||||||||||||||||||||||||
| Seaborne Metallurgical | (43.4) | (31.0) | (12.4) | (40) | % | (149.5) | (90.2) | (59.3) | (66) | % | |||||||||||||||||||||||||||||||||||||
| Powder River Basin | (15.1) | (15.2) | 0.1 | 1 | % | (44.4) | (42.6) | (1.8) | (4) | % | |||||||||||||||||||||||||||||||||||||
| Other U.S. Thermal | (15.8) | (16.5) | 0.7 | 4 | % | (46.5) | (48.0) | 1.5 | 3 | % | |||||||||||||||||||||||||||||||||||||
Corporate and Other | (1.4) | (6.0) | 4.6 | 77 | % | (7.6) | (9.0) | 1.4 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Total depreciation, depletion and amortization | $ | (97.6) | $ | (100.0) | $ | 2.4 | 2 | % | $ | (314.6) | $ | (285.5) | $ | (29.1) | (10) | % | |||||||||||||||||||||||||||||||
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Additionally, the following table presents a summary of the Company’s weighted-average depletion rate per ton for active mines in each of its reportable segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Seaborne Thermal | $ | 1.04 | $ | 2.05 | $ | 1.04 | $ | 2.01 | |||||||||||||||
| Seaborne Metallurgical | 3.60 | 3.75 | 4.23 | 3.26 | |||||||||||||||||||
| Powder River Basin | 0.28 | 0.34 | 0.30 | 0.32 | |||||||||||||||||||
| Other U.S. Thermal | 1.64 | 1.64 | 1.63 | 1.75 | |||||||||||||||||||
Depreciation, depletion and amortization expense increased during the nine months ended September 30, 2026 compared to the same period in the prior year primarily due to increased depreciation and amortization resulting from shortened mine lives. The decrease in the weighted-average depletion rate per ton for the Seaborne Thermal segment during the three and nine months ended September 30, 2026 compared to the same periods in the prior year reflects the increased quantity of proven and probable coal reserves at the Wilpinjong Mine resulting from the conversion of coal resources to proven and probable reserves. The increase in the weighted-average depletion rate per ton for the Seaborne Metallurgical segment during the nine months ended September 30, 2026 compared to the same period in the prior year reflects the impact of volume and mix variances across the segment. The decrease in the weighted-average depletion rate per ton for the Other U.S. Thermal segment during the nine months ended September 30, 2026 compared to the same period in the prior year reflects the impact of volume and mix variances across the segment.
Costs Related to Terminated Acquisition. These costs relate to the terminated acquisition of certain assets and businesses associated with Anglo’s metallurgical coal portfolio. In addition to typical costs, such as legal and professional fees, the prior year charges included commitment and duration fees on a now-terminated bridge loan facility of $36.3 million and $46.7 million for the three and nine months ended September 30, 2025, respectively. Refer to Note 13. “Commitments and Contingencies” to the accompanying unaudited condensed consolidated financial statements for further information.
Other Operating Loss. During the current year, the Company recorded a one-time litigation settlement of $12.9 million.
Interest Expense, Net of Capitalized Interest. As described in Note 9. “Long-term Debt” to the accompanying unaudited condensed consolidated financial statements, a debt discount was recorded as an offset to the recognition of the conversion option related to the 3.250% Convertible Senior Notes due March 2028 (2028 Convertible Notes). The debt discount is being accreted through the redemption date of the 2028 Convertible Notes, which resulted in an increase to current year expense of $4.4 million. Prior year interest expense was also lower due to capitalized interest that was recorded during the development of the Centurion Mine.
Induced Conversion Expense. During the current year, the Company repurchased $280.1 million aggregate principal amount of its outstanding 2028 Convertible Notes for consideration of $444.9 million. The repurchase of the existing notes was accounted for as an induced conversion, and a portion of the consideration in excess of the amount issuable pursuant to the original conversion terms, $20.5 million, was recognized as expense. Refer to Note 9. “Long-term Debt” to the accompanying unaudited condensed consolidated financial statements for additional information.
Change in Fair Value of Bifurcated Conversion Option. During the current year, the Company recognized a gain of $7.2 million related to changes in the fair value of the conversion option related to the 2028 Convertible Notes. For additional information regarding the conversion option, refer to Note 9. “Long-term Debt” to the accompanying unaudited condensed consolidated financial statements.
Interest Income. The decrease in income during the three and nine months ended September 30, 2026 compared to the same periods in the prior year was driven by lower average cash balances during the current period.
Net Mark-to-Market Adjustment on Actuarially Determined Liabilities. In July 2026, the Company announced changes to its postretirement health care benefit plan for non-represented employees and retirees, which triggered a remeasurement event that resulted in a mark-to-market gain of $3.3 million. For additional information, refer to Note 10. “Pension and Postretirement Benefit Costs” to the accompanying unaudited condensed consolidated financial statements.
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Unrealized Gains (Losses) on Foreign Currency Option Contracts. Unrealized gains (losses) primarily relate to mark-to-market activity on foreign currency option contracts. For additional information, refer to Note 6. “Derivatives and Fair Value Measurements” to the accompanying unaudited condensed consolidated financial statements.
Income Tax Benefit. The increase in the income tax benefit during the three and nine months ended September 30, 2026 compared to the same periods in the prior year was primarily due to lower expected pretax income. Refer to Note 8. “Income Taxes” to the accompanying unaudited condensed consolidated financial statements for additional information.
Net Loss Attributable to Common Stockholders
The following table presents net loss attributable to common stockholders:
| Three Months Ended September 30, | Increase to Income | Nine Months Ended September 30, | (Decrease) Increase to Income | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||
| Loss from continuing operations, net of income taxes | $ | (28.7) | $ | (66.6) | $ | 37.9 | 57 | % | $ | (140.0) | $ | (53.9) | $ | (86.1) | (160) | % | |||||||||||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | (0.2) | (0.3) | 0.1 | 33 | % | (0.7) | (1.0) | 0.3 | 30 | % | |||||||||||||||||||||||||||||||||||||
| Net loss | (28.9) | (66.9) | 38.0 | 57 | % | (140.7) | (54.9) | (85.8) | (156) | % | |||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 3.9 | 3.2 | 0.7 | 22 | % | 15.1 | 8.4 | 6.7 | 80 | % | |||||||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (32.8) | $ | (70.1) | $ | 37.3 | 53 | % | $ | (155.8) | $ | (63.3) | $ | (92.5) | (146) | % | |||||||||||||||||||||||||||||||
Net Income Attributable to Noncontrolling Interests. The increase in net income attributable to noncontrolling interests during the three and nine months ended September 30, 2026 compared to the same periods in the prior year was primarily driven by income associated with Peabody’s majority-owned Wambo operations in which there is an outside non-controlling interest.
Diluted Earnings per Share (EPS)
The following table presents diluted EPS:
| Three Months Ended September 30, | Increase to EPS | Nine Months Ended September 30, | Decrease to EPS | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||
Diluted EPS attributable to common stockholders: | |||||||||||||||||||||||||||||||||||||||||||||||
| Loss from continuing operations | $ | (0.27) | $ | (0.57) | $ | 0.30 | 53 | % | $ | (1.27) | $ | (0.51) | $ | (0.76) | (149) | % | |||||||||||||||||||||||||||||||
| Loss from discontinued operations | — | (0.01) | 0.01 | 100 | % | (0.01) | (0.01) | — | — | % | |||||||||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (0.27) | $ | (0.58) | $ | 0.31 | 53 | % | $ | (1.28) | $ | (0.52) | $ | (0.76) | (146) | % | |||||||||||||||||||||||||||||||
Diluted EPS is commensurate with the changes in results from continuing operations and discontinued operations during that period. Diluted EPS reflects weighted average diluted common shares outstanding of 122.1 million and 121.7 million for the three months ended September 30, 2026 and 2025, respectively, and 122.0 million and 121.7 million for the nine months ended September 30, 2026 and 2025, respectively.
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Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA is defined as loss from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expenses and depreciation, depletion and amortization. Adjusted EBITDA is also adjusted for the discrete items that management excluded in analyzing the reportable segments’ operating performance, as displayed in the reconciliations below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Loss from continuing operations, net of income taxes | $ | (28.7) | $ | (66.6) | $ | (140.0) | $ | (53.9) | |||||||||||||||
Depreciation, depletion and amortization | 97.6 | 100.0 | 314.6 | 285.5 | |||||||||||||||||||
Asset retirement obligation expenses | 13.7 | 13.9 | 41.1 | 41.3 | |||||||||||||||||||
Restructuring charges | 1.0 | 4.0 | 4.4 | 9.2 | |||||||||||||||||||
| Costs related to terminated acquisition | 3.9 | 54.0 | 9.2 | 75.2 | |||||||||||||||||||
| Changes in amortization of basis difference related to equity affiliates | (0.5) | (0.5) | (1.8) | (1.9) | |||||||||||||||||||
| Other operating loss | 12.9 | — | 12.9 | — | |||||||||||||||||||
| Interest expense, net of capitalized interest | 18.6 | 10.0 | 42.0 | 32.6 | |||||||||||||||||||
| Induced conversion expense | 3.3 | — | 20.5 | — | |||||||||||||||||||
| Change in fair value of bifurcated conversion option | (7.2) | — | (7.2) | — | |||||||||||||||||||
Interest income | (8.5) | (13.9) | (33.7) | (43.1) | |||||||||||||||||||
| Net mark-to-market adjustment on actuarially determined liabilities | (3.3) | — | (3.3) | — | |||||||||||||||||||
| Unrealized (gains) losses on foreign currency option contracts | (0.8) | 2.3 | 2.8 | (6.1) | |||||||||||||||||||
Take-or-pay contract-based intangible recognition | — | (0.3) | — | (0.8) | |||||||||||||||||||
| Income tax benefit | (4.5) | (3.4) | (57.5) | (1.2) | |||||||||||||||||||
Total Adjusted EBITDA | $ | 97.5 | $ | 99.5 | $ | 204.0 | $ | 336.8 | |||||||||||||||
Total Segment Costs is defined as operating costs and expenses adjusted for the discrete items that management excluded in analyzing each of its reportable segments’ operating performance, as displayed in the reconciliations below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
Operating costs and expenses | $ | 980.2 | $ | 896.9 | $ | 2,798.8 | $ | 2,456.5 | |||||||||||||||
| Unrealized gains (losses) on foreign currency option contracts | 0.8 | (2.3) | (2.8) | 6.1 | |||||||||||||||||||
Take-or-pay contract-based intangible recognition | — | 0.3 | — | 0.8 | |||||||||||||||||||
| Net periodic benefit credit, excluding service cost | (12.1) | (7.5) | (12.8) | (22.3) | |||||||||||||||||||
| Total Segment Costs | $ | 968.9 | $ | 887.4 | $ | 2,783.2 | $ | 2,441.1 | |||||||||||||||
Revenue per Ton and Adjusted EBITDA Margin per Ton are equal to revenue by segment and Adjusted EBITDA by segment, respectively, divided by segment tons sold. Costs per Ton is equal to Revenue per Ton less Adjusted EBITDA Margin per Ton.
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The following tables present tons sold, revenue, Total Segment Costs and Adjusted EBITDA by reportable segment:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | ||||||||||||||||||||
| (Amounts in millions, except per ton data) | |||||||||||||||||||||||
| Tons sold | 3.1 | 2.2 | 19.6 | 3.4 | |||||||||||||||||||
| Revenue | $ | 241.6 | $ | 366.0 | $ | 268.1 | $ | 206.1 | |||||||||||||||
| Total Segment Costs | 176.1 | 360.8 | 253.1 | 180.6 | |||||||||||||||||||
| Adjusted EBITDA | $ | 65.5 | $ | 5.2 | $ | 15.0 | $ | 25.5 | |||||||||||||||
| Revenue per Ton | $ | 77.63 | $ | 164.83 | $ | 13.71 | $ | 59.53 | |||||||||||||||
| Costs per Ton | 56.58 | 162.45 | 12.94 | 52.18 | |||||||||||||||||||
| Adjusted EBITDA Margin per Ton | $ | 21.05 | $ | 2.38 | $ | 0.77 | $ | 7.35 | |||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | ||||||||||||||||||||
| (Amounts in millions, except per ton data) | |||||||||||||||||||||||
| Tons sold | 4.1 | 2.1 | 22.6 | 3.7 | |||||||||||||||||||
| Revenue | $ | 242.7 | $ | 258.9 | $ | 301.4 | $ | 192.0 | |||||||||||||||
| Total Segment Costs | 201.7 | 231.1 | 249.7 | 185.1 | |||||||||||||||||||
| Adjusted EBITDA | $ | 41.0 | $ | 27.8 | $ | 51.7 | $ | 6.9 | |||||||||||||||
| Revenue per Ton | $ | 59.25 | $ | 121.34 | $ | 13.36 | $ | 51.77 | |||||||||||||||
| Costs per Ton | 49.23 | 108.31 | 11.07 | 49.90 | |||||||||||||||||||
| Adjusted EBITDA Margin per Ton | $ | 10.02 | $ | 13.03 | $ | 2.29 | $ | 1.87 | |||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | ||||||||||||||||||||
| (Amounts in millions, except per ton data) | |||||||||||||||||||||||
| Tons sold | 9.1 | 6.7 | 57.2 | 9.7 | |||||||||||||||||||
| Revenue | $ | 669.7 | $ | 1,007.3 | $ | 781.4 | $ | 553.8 | |||||||||||||||
| Total Segment Costs | 503.6 | 1,026.1 | 749.8 | 463.6 | |||||||||||||||||||
| Adjusted EBITDA | $ | 166.1 | $ | (18.8) | $ | 31.6 | $ | 90.2 | |||||||||||||||
| Revenue per Ton | $ | 73.13 | $ | 150.63 | $ | 13.66 | $ | 56.96 | |||||||||||||||
| Costs per Ton | 54.99 | 153.44 | 13.11 | 47.69 | |||||||||||||||||||
| Adjusted EBITDA Margin per Ton | $ | 18.14 | $ | (2.81) | $ | 0.55 | $ | 9.27 | |||||||||||||||
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| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Seaborne Thermal | Seaborne Metallurgical | Powder River Basin | Other U.S. Thermal | ||||||||||||||||||||
| (Amounts in millions, except per ton data) | |||||||||||||||||||||||
| Tons sold | 12.1 | 6.1 | 62.2 | 9.7 | |||||||||||||||||||
| Revenue | $ | 702.9 | $ | 731.2 | $ | 852.7 | $ | 515.8 | |||||||||||||||
| Total Segment Costs | 544.2 | 699.4 | 721.7 | 462.5 | |||||||||||||||||||
| Adjusted EBITDA | $ | 158.7 | $ | 31.8 | $ | 131.0 | $ | 53.3 | |||||||||||||||
| Revenue per Ton | $ | 57.93 | $ | 120.08 | $ | 13.72 | $ | 53.27 | |||||||||||||||
| Costs per Ton | 44.85 | 114.86 | 11.61 | 47.76 | |||||||||||||||||||
| Adjusted EBITDA Margin per Ton | $ | 13.08 | $ | 5.22 | $ | 2.11 | $ | 5.51 | |||||||||||||||
Regulatory Update
Other than as described in the following section, there were no significant changes to the Company’s regulatory or global climate matters subsequent to December 31, 2025. This section should be considered in connection with the Company’s regulatory and global climate matters as outlined in Part I, Item 1. “Business” in its Annual Report on Form 10-K for the year ended December 31, 2025.
Regulatory Matters - U.S.
Recent Actions by the U.S. Environmental Protection Agency (EPA). On September 17, 2026, the EPA finalized its repeal of most greenhouse gas (GHG) emission standards for fossil fuel-fired electric generating units (EGUs), specifically emission guidelines for existing fossil fuel-fired steam EGUs, standards for coal-fired steam EGUs undertaking a large modification and 2024 standards for new baseload stationary combustion turbines. 91 Fed. Reg. 58954 (Sept. 17, 2026). The EPA also issued a supplemental proposal to repeal all GHG standards for fossil fuel-fired EGUs on the basis that the Clean Air Act (CAA) does not authorize the EPA to regulate GHG emissions from power plants in response to global climate change concerns. 91 Fed. Reg. 59002 (Sept. 17, 2026).
National Ambient Air Quality Standards (NAAQS). The CAA requires the EPA to review national ambient air quality standards every five years to determine whether revisions to current standards are appropriate. On March 6, 2024, the EPA revised the level of the primary standard for fine particulate matter (PM 2.5), lowering the annual standard from 12.0 µg/m3 to 9.0 µg/m3. The revised PM 2.5 standard was challenged in the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) in Kentucky v. EPA, (D.C. Cir., No. 24-1050) and subsequently upheld by that court on June 26, 2026. The Commonwealth of Kentucky and the Chamber of Commerce subsequently filed petitions for writs of certiorari with the U.S. Supreme Court. Nos. 26-277. 26-298 (2026).
Under the CAA, once a NAAQS is revised states are required to take several actions to implement the revised standards. Such actions could require fossil fuel-fired EGUs and non-EGUs to install additional emission control technologies or operate in a different manner. Such actions could potentially increase the cost of utilizing fossil fuels for electric generation and industrial uses.
The EPA is also in the process of reviewing the current ozone NAAQS. The level of the ozone NAAQS can also affect requirements to install new or improved emission control technologies at fossil fuel-fired EGUs and non-EGU industrial sources.
Mercury and Air Toxic Standards (MATS). In 2012, the EPA published the final MATS rule, which revised the New Source Performance Standards for nitrogen oxide, sulfur dioxide and fine particulate matter (PM) for new and modified coal-fueled electricity generating plants, and imposed maximum achievable control technology (MACT) emission limits on hazardous air pollutants (HAPs) from new and existing coal-fueled and oil-fueled electric generating plants. MACT standards limit emissions of mercury, acid gas HAPs, non-mercury HAP metals and organic HAPs.
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On March 6, 2023, the EPA issued a final rule which reaffirmed its determination to regulate coal- and oil-fired EGUs under CAA section 112, including the regulation of HAPs from EGUs after considering cost. On May 7, 2024, the EPA finalized a MATS rule which significantly tightened the filterable PM emissions limit for existing coal-fired EGU’s, lowering the standard from 0.030 lb/MMBtu to 0.010 lb/MMBtu for all coal-fired power plants and lowered the mercury emission standard for lignite-fired EGUs. The EPA, however, subsequently repealed both the lower filterable PM emission limits and the lower mercury standards for lignite plants. 91. Fed. Reg 9088 (February 24, 2026). This rule became effective on April 27, 2026. The rule has been challenged in the D.C. Circuit. Air Alliance Houston v. EPA, No. 26-1070 (and consolidated case) (D.C. Cir. filed March 30, 2026).
Clean Water Act (CWA) Definition of “Waters of the United States”. On January 18, 2023, the EPA and the U.S. Army Corps of Engineers (Corps) finalized a revised definition of “Waters of the United States” to clarify the scope of federal regulatory authority under the CWA. Several courts preliminarily enjoined that rule in 27 states. In addition, on May 25, 2023, the U.S. Supreme Court issued its decision in Sackett v. EPA, No. 21-454, which significantly narrowed the scope of federal regulatory authority over wetlands and non-navigable waters. The agencies finalized a rule on September 8, 2023, to conform key aspects of the regulatory definition to the Sackett decision. Pending litigation over the January 2023 definition has resumed and is ongoing, as the September 2023 final rule did not address many of the claims at issue in those cases. On November 20, 2025, the EPA and the Corps proposed additional revisions to the regulatory definition to further align the regulations with Sackett. The agencies took comments on the proposed revisions through January 5, 2026. On September 9, 2026, the agencies published a Supplemental Notice of Proposed Rulemaking (SNPRM) that seeks comment on additional regulatory options where commenters on the 2025 NPRM requested greater clarity and suggested alternative approaches.
CWA Water Quality Certification Rule. The EPA issued a final rule in 2020 that would have limited state and tribal regulators’ certification authority under CWA Section 401 by allowing the EPA to certify projects over state or tribal regulator objections in some circumstances. On September 27, 2023, the EPA finalized a superseding rule that would expand state and tribal regulators’ authority to review activities that require federal permits or licenses and to impose conditions they believe are necessary to ensure compliance with water quality requirements. That rule took effect on November 27, 2023. Challenges to the 2023 rule remain pending in the U.S. District Court for the Western District of Louisiana. On January 15, 2026, the EPA published proposed revisions to the 2023 rule in the Federal Register, and the EPA announced that it planned to finalize changes later in 2026.
Effluent Limitations Guidelines for the Steam Electric Power Generating Industry. In 2015, the EPA published a final rule setting requirements for wastewater discharge from EGUs. In 2020, the EPA finalized revisions to certain requirements in the 2015 rule. On May 9, 2024, the EPA published a final rule that would have established more stringent standards for flue gas desulfurization wastewater, bottom ash transport water, combustion residual leachate and legacy wastewater discharged from certain surface impoundments. The final revised effluent limitations guidelines would have significantly increased costs for many coal-fueled steam electric power plants. In addition, the final rule allowed EGUs that commit to ceasing coal combustion by December 31, 2034, to comply with less stringent wastewater discharge requirements during the interim. The final rule remains subject to numerous legal challenges that have been consolidated in the U.S. Court of Appeals for the Eighth Circuit (Eighth Circuit); due to the reconsideration process currently ongoing, however (see below), the proceedings are currently being held in abeyance. If the Eighth Circuit affirms the final rule, it could influence fuel switching or additional coal generating unit retirements by the end of 2034. On December 31, 2025, the EPA published a final Deadline Extensions Rule that extends seven compliance deadlines in the 2024 rule. The EPA is allowing EGUs six additional years (until December 31, 2031) to determine whether to submit a notice of planned participation for the permanent cessation of coal combustion. The EPA further extended the deadlines by five years (to December 31, 2034) for direct discharging EGUs to comply with zero-discharge limitations for flue gas desulfurization wastewater, bottom ash transport water and combustion residual leachate. Finally, the EPA is allowing EGUs that discharge to wastewater treatment plants an additional year-and-a-half to seven-and-a-half years to comply with zero-discharge limitations for those same wastestreams. The Deadline Extensions Rule has been challenged by multiple parties, with the litigation consolidated in the U.S. Court of Appeals for the Second Circuit. If the Deadline Extensions Rule is vacated, the 2024 rule’s deadlines could become operative again. The EPA also issued a No Action Assurance memorandum announcing it will not pursue enforcement actions for certain permit violations by EGUs not yet in compliance with permit requirements related to the 2020 and 2024 rules, if those EGUs satisfy certain conditions. On May 18, 2026, the EPA published a proposed rule to clarify applicability of unmanaged combustion residual leachate limitations. 91 Fed. Reg. 28487 (May 18, 2026).
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Rules for Disposal of Coal Combustion Residuals (CCR) from Electric Utilities; Federal CCR Permit Program and Revisions to Closure Requirements. On February 20, 2020, as required by the Water Infrastructure Improvements for the Nation Act, the EPA proposed a federal permitting program for the disposal of CCR in surface impoundments and landfills. Under the proposal, the EPA would directly implement the permit program in Indian Country and at CCR units located in states that have not submitted their own CCR permit program for approval. The proposal includes requirements for federal CCR permit applications, content and modification, as well as procedural requirements. The comment period for the EPA’s proposal ended on April 20, 2020, but the EPA reopened the comment period on May 28, 2026. Separately, on August 28, 2020 and November 12, 2020, the EPA finalized two sets of amendments to its 2015 CCR rule to partially address the D.C. Circuit’s 2018 decision holding that certain provisions of that rule were not sufficiently protective. On November 28, 2025, the EPA proposed to extend, by three years, the compliance deadline in the 2020 amendments for owners and operators to complete closure of unlined impoundments larger than 40 acres. On May 8, 2024, the EPA published a final rule containing additional amendments to the 2015 CCR rule that further address aspects of the D.C. Circuit’s 2018 decision. On February 10, 2026, the EPA published a final rule that provides additional time to meet certain requirements in the May 2024 Rule. On April 9, 2026, the EPA published a proposed rule to amend several provisions governing the disposal of CCR in landfills and surface impoundments and the benefit use for CCR. Finally, on July 14, 2026, the EPA published an advance notice of proposed rulemaking soliciting comment on potential development of a general permit to allow owners and operators of CCR facilities to obtain temporary permit coverage pending issuance of an individual permit by the EPA or an approved state. 91 Fed. Reg. 43051.
Endangered Species Act (ESA). The ESA of 1973 and counterpart state legislation is intended to protect species whose populations allow for categorization as either endangered or threatened. Changes in listings or requirements under these regulations could have a material adverse effect on Peabody’s costs or its ability to mine some of its properties in accordance with its current mining plans. During the first Trump Administration, the Departments of Interior and Commerce finalized five rules aiming to streamline and update the ESA. But in June 2021, the agencies announced their plan to revise, rescind or reinstate the rules that were finalized (or withdrawn) during the first Trump Administration that conflicted with the Biden Administration’s objectives. The agencies issued proposed rules on June 22, 2023, and they published three final revised rules on April 5, 2024. On November 21, 2025, the agencies published four proposed rules to restore the ESA regulations to their 2019 and 2020 framework. The agencies accepted comments on the proposed rules through December 22, 2025. On July 10, 2026, the U.S. Fish and Wildlife Service and the National Oceanic and Atmospheric Administration jointly announced a final rule rescinding the definition of “harm” in their regulations implementing the ESA, with the intent of separating habitat destruction from the take prohibition. On July 21, 2026 the U.S. Fish and Wildlife Service finalized regulations regarding excluding areas from critical habitat on the basis of economic or national security information (91 Fed. Reg. 45662) and repealing the “blanket 4(d) rule” that had automatically extended the “take” prohibition applicable to endangered species to species listed as threatened (91 Fed. Reg. 45723). Two other proposals remain pending.
SEC Climate-Related Disclosures. On March 6, 2024, the SEC adopted final rules intended to enhance and standardize climate-related disclosures by public companies and in public offerings. Specifically, the final rules required disclosure of, among other things, climate-related risks that have had or are reasonably likely to have a material impact on a public company’s business strategy, results of operations or financial condition; certain GHG emissions associated with a public company along with, in many cases, an attestation report by a GHG emissions attestation provider; and certain climate-related financial metrics to be included in a company’s audited financial statements. The final rules were challenged by multiple parties, and the cases were consolidated into a judicial review by the Eighth Circuit. On April 4, 2024, the SEC voluntarily stayed implementation of the final rules pending such judicial review. On May 29, 2026, the SEC proposed to rescind the final rules and accepted public comments thereafter.
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Complaints Filed Against “Climate Superfund Laws” and Announced State Actions. On April 30 and May 1, 2025, respectively, the U.S. Department of Justice (DOJ) filed complaints for declaratory and injunctive relief against the states of Michigan and Hawaii regarding alleged liability of fossil fuel companies for past GHG emissions and against New York and Vermont for “climate superfund” laws. On May 4, 2026, the DOJ filed a complaint against the state of Minnesota to halt that state’s climate lawsuit against major energy companies with parallels to the Michigan and Hawaii suits. These complaints allege that existing litigation and state laws interfere with federal law, including the CAA, and with interstate and foreign commerce. On September 23, 2026, summary judgment was granted to the United States on the basis that New York’s climate law is preempted by federal law. United States v. State of New York, No. 25-cv-3656 (S.D.N.Y. 2026). In addition, on August 31, 2026, in two consolidated actions challenging New York’s climate superfund law brought by a coalition of states and industry groups, the U.S. District Court for the Northern District of New York granted summary judgment to the plaintiffs, holding that the law is preempted by federal law, and on September 24, 2026, entered judgment enjoining New York from implementing and enforcing the law. State of West Virginia v. James, No. 1:25-cv-00168 (N.D.N.Y. 2026); Chamber of Commerce of the United States of America v. James, No. 1:25-cv-01307 (N.D.N.Y. 2026). The Company will monitor this litigation and its potential impact on the U.S. coal mining industry, its mining operations and customers.
Regulatory Matters - Australia
New South Wales (NSW) Strategic Statement on Coal Exploration and Mining. The NSW Government released a new NSW Coal Industry 2026-50 policy (the Policy) in March 2026 (replacing the Strategic Statement on Coal Exploration and Mining) that provided a high level framework for the government's policy approach to the future of the coal sector. The Policy’s key features include: no new standalone greenfield coal mines; no further government investment in coal exploration, although exploration will continue to be permitted near existing mine sites; extensions to existing operations will continue to be considered; and strengthened emissions regulation requirements for coal mine emissions.
Risks and Regulations Related to Global Climate Change
There have been no significant changes to the Company’s global climate matters subsequent to December 31, 2025. Refer to Part I, Item 1. “Business” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the Company’s global climate matters.
Liquidity and Capital Resources
Overview
The Company’s primary source of cash is proceeds from the sale of its coal production to customers. The Company has also generated cash from the sale of non-strategic assets, including coal reserves, coal resources and surface lands, the return of collateral and, from time to time, borrowings under its credit facilities and the issuance of securities. The Company’s primary uses of cash include the cash costs of coal production, capital expenditures, coal reserve lease and royalty payments, debt service costs, finance and operating lease payments, early debt retirements, postretirement plans, take-or-pay obligations, post-mining reclamation obligations, collateral requirements, dividends, share repurchases and selling and administrative expenses.
Any future determinations to return capital to stockholders, such as dividends or share repurchases, will depend on a variety of factors, including the Company’s net income or other sources of cash, liquidity position and potential alternative uses of cash, such as internal development projects or acquisitions, as well as economic conditions and expected future financial results. The Company’s ability to early retire debt, declare dividends or repurchase shares in the future will depend on its future financial performance, which in turn depends on the successful implementation of its strategy and on financial, competitive, regulatory, technical and other factors, general economic conditions, demand for and selling prices of coal and other factors specific to its industry, many of which are beyond the Company’s control.
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Liquidity
As of September 30, 2026, the Company’s cash and cash equivalents balances totaled $434.3 million, including approximately $235 million held by Australian subsidiaries, approximately $193 million held by U.S. subsidiaries and the remainder held by other foreign subsidiaries in accounts predominantly domiciled in the U.S. A significant majority of the cash held by the Company’s foreign subsidiaries is denominated in U.S. dollars. This cash is generally used to support non-U.S. liquidity needs, including capital and operating expenditures in Australia and payment of the foreign subsidiaries’ share of certain U.S. corporate expenditures. From time to time, the Company may repatriate profits from its foreign subsidiaries to the U.S. in the form of intercompany dividends. During the nine months ended September 30, 2026, no profits from foreign subsidiaries were repatriated. If foreign-held cash is repatriated in the future, the Company does not expect restrictions or potential taxes will have a material effect to its near-term liquidity.
The Company’s available liquidity decreased from $942.1 million as of December 31, 2025 to $887.1 million as of September 30, 2026. Available liquidity was comprised of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Cash and cash equivalents | $ | 434.3 | $ | 575.3 | |||||||
| Revolving credit facility availability | 341.8 | 270.8 | |||||||||
| Accounts receivable securitization program availability | 111.0 | 96.0 | |||||||||
| Total liquidity | $ | 887.1 | $ | 942.1 | |||||||
Capital Returns to Shareholders
The Company paid dividends of $27.4 million during the nine months ended September 30, 2026.
Australian Surety Bond Facilities
On June 12, 2026, certain of the Company’s Australian subsidiaries (collectively, the Australian Surety Bond Facility Obligors), each an indirect subsidiary of Peabody Energy Corporation, established new Australian dollar-denominated surety bond facilities with an aggregate combined principal amount of $700.0 million Australian dollars in commitments by entering into agreements with surety bond providers (the Australian Surety Bond Facilities). The Australian Surety Bond Facilities have been established to, among other things, establish a surety bonding facility, primarily to support reclamation bonding requirements, to replace the Australian Surety Bond Facility Obligors’ existing 100% cash collateralized programs.
The surety bond commitments established under the Australian Surety Bond Facilities terminate on June 12, 2031 (the Maturity Date). Surety bonds issued under the Australian Surety Bond Facilities may be issued with or without an expiration date, but any surety bond that does not have an expiration date or that has an expiration date occurring after the Maturity Date, must be repaid, prepaid in full or otherwise satisfied on or prior to the Maturity Date.
The Australian Surety Bond Facilities contain customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Australian Surety Bond Facility Obligors and their respective subsidiaries’ ability to incur additional financial indebtedness, make certain distributions or loans, sell or otherwise dispose of assets, enter into certain affiliate transactions, create or incur liens, and enter into mergers or other significant corporate transactions. The Australian Surety Bond Facilities are secured by substantially all of the assets of the Australian Surety Bond Facility Obligors.
Surety Agreement Termination
On June 12, 2026, the Company terminated that certain Transaction Support Agreement and Surety Resolution Term Sheet, each dated as of November 6, 2020 (as amended, supplemented or otherwise modified to the date hereof, the TSA), by and among the Company, certain subsidiaries of the Company party thereto and certain providers of its surety program (collectively, the Sureties). In connection with the termination of the TSA, on June 12, 2026, the Company terminated that certain Collateral Agency and Security Agreement, dated as of May 3, 2022 (as amended, supplemented or otherwise modified to the date hereof, the TSA Security Agreement), by and among the Company, certain subsidiaries of the Company party thereto, the Sureties party thereto and Bank of New York Mellon Trust Company, N.A., as collateral agent (the TSA Collateral Agent). All obligations of the Company to the Sureties and the TSA Collateral Agent, as applicable, under the TSA and the TSA Security Agreement have been satisfied. The termination of the TSA allowed for the overall reduction of collateral pledged to the Sureties.
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Credit Support Facilities
In February 2022, the Company entered into an agreement which provides up to $250.0 million of capacity for irrevocable standby letters of credit, primarily to support reclamation bonding requirements. Outstanding letters of credit bear a fixed fee in the amount of 0.75% per annum. The Company receives a variable deposit rate on the amount of cash collateral posted in support of letters of credit. The agreement was amended on November 3, 2025, to (i) extend the expiration date to December 31, 2030 and (ii) reduce the required minimum cash collateral amount to 102% of the aggregate amount of letters of credit outstanding under the agreement, provided that in the event the Company’s credit rating falls below certain thresholds, the minimum collateral amount shall increase to 103%. At September 30, 2026, letters of credit of $34.0 million were outstanding under the agreement.
In December 2023, the Company established cash-backed bank guarantee facilities, primarily to support Australian reclamation bonding requirements. During the second quarter of 2026, the Australian Surety Bond Facilities, as described above, were established, which reduced the utilization of the cash-backed bank guarantee facilities. At September 30, 2026, guarantees of $15.4 million were outstanding for which the Company receives a variable deposit rate on the amount of cash collateral posted in support of the facilities, which mature at various dates between 2026 and 2030.
Revolving Credit Facility
The Company established a revolving credit facility by entering into a credit agreement, dated as of January 18, 2024, as amended, (the Credit Agreement), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto. On June 9, 2026, the Company amended the Credit Agreement to, among other things, permit the Australian Surety Bond Facilities. On June 30, 2026, the Company further amended the Credit Agreement to, among other things, (i) increase the revolving commitments under the Credit Agreement from an aggregate principal amount equal to $320.0 million to an aggregate principal amount equal to $400.0 million; (ii) extend the maturity date of the revolving commitments and any related loans (any such loans, the Revolving Loans) from January 18, 2028 to June 30, 2030; and (iii) decrease the interest rate applicable to the Revolving Loans from a rate equal to a secured overnight financing rate (SOFR) plus an applicable margin ranging from 3.50% to 4.25%, depending on the Company’s total net leverage ratio (as defined under the Credit Agreement) or a base rate plus an applicable margin ranging from 2.50% to 3.25%, at the Company’s option, to a rate equal to SOFR plus an applicable margin ranging from 3.25% to 4.00%, depending on the Company’s total net leverage ratio or a base rate plus an applicable margin ranging from 2.25% to 3.00%, at the Company’s option. After the June 30, 2026 amendment, letters of credit issued under the Credit Agreement incur a combined fee equal to an applicable margin ranging from 3.25% to 4.00% plus a fronting fee equal to 0.125% per annum. Prior to the amendment, the combined fee was equal to an applicable margin ranging from 3.50% to 4.25% plus a fronting fee equal to 0.125% per annum. Unused capacity under the Credit Agreement bears a commitment fee of 0.50% per annum.
During the second quarter of 2026, the Company borrowed and repaid $110.0 million under the revolving credit facility. At September 30, 2026, the Credit Agreement was only utilized for letters of credit of $58.2 million. These letters of credit support the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees as further described in Note 12. “Financial Instruments and Other Guarantees.” Availability under the revolving credit facility was $341.8 million at September 30, 2026.
The Credit Agreement contains customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Company and its subsidiaries’ ability to incur additional indebtedness, make certain restricted payments or investments, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets. The Credit Agreement is secured by substantially all assets of the Company and its U.S. subsidiaries, as well as a pledge of two Australian subsidiaries.
Capital Expenditures
The Company revised its expected 2026 capital expenditures from approximately $340 million to $300 million, primarily due to the deferral of development capital at the Centurion Mine.
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Indebtedness
The Company’s total indebtedness as of September 30, 2026 and December 31, 2025 is presented in the table below.
| Debt Instrument (defined below, as applicable) | September 30, 2026 | December 31, 2025 | |||||||||
| (Dollars in millions) | |||||||||||
| 2028 Convertible Notes, including bifurcated conversion option and debt discount | $ | 37.1 | $ | 320.0 | |||||||
0.50% Convertible Senior Notes due June 2031 (2031 Convertible Notes) | 250.0 | — | |||||||||
| Finance lease obligations | 16.2 | 20.8 | |||||||||
| Less: Debt issuance costs | (6.7) | (4.4) | |||||||||
| 296.6 | 336.4 | ||||||||||
| Less: Current portion of long-term debt | 49.0 | 15.2 | |||||||||
| Long-term debt | $ | 247.6 | $ | 321.2 | |||||||
The Company’s indebtedness requires estimated contractual principal and interest payments, assuming interest rates in effect at September 30, 2026, of approximately $48 million in 2026, $7 million in 2027, $3 million in 2028, $2 million in both 2029 and 2030, and $251 million thereafter.
The Company paid cash of $41.1 million and $35.0 million during the nine months ended September 30, 2026 and 2025, respectively, for interest, net of capitalized interest, related to the Company’s indebtedness and financial assurance instruments.
Partial Repurchases of 2028 Convertible Notes
On June 2, 2026, through a private offering, the Company issued $250.0 million in aggregate principal amount of 2031 Convertible Notes, as described below. The Company used the proceeds of the offering of the 2031 Convertible Notes, together with cash, to repurchase $241.2 million aggregate principal amount of its outstanding 2028 Convertible Notes for consideration of $386.8 million (the June Repurchases). During the three months ended September 30, 2026, the Company used cash to repurchase $38.9 million aggregate principal amount of its outstanding 2028 Convertible Notes in privately negotiated transactions for consideration of $58.1 million (the September Repurchases).
Both the June and September Repurchases of the 2028 Convertible Notes were accounted for as induced conversions in accordance with Accounting Standards Codification 470-20 and Accounting Standards Update 2024-04. For the June and September Repurchases, a portion of the consideration in excess of the amount issuable pursuant to the original conversion terms, $17.2 million and $3.3 million, respectively, was recognized as “Induced conversion expense” in the unaudited condensed consolidated statements of operations during the nine months ended September 30, 2026. The remaining excess of the consideration over the carrying value of the repurchased 2028 Convertible Notes on the date of each repurchase, was recorded as “Additional paid-in capital” in the condensed consolidated balance sheets. For the June Repurchases, the remaining excess of the consideration over the carrying value was $131.1 million, which included unamortized debt issuance costs of $2.7 million, and for the September Repurchases, the remaining excess was $16.2 million, which included unamortized debt issuance costs of $0.3 million.
2028 Convertible Notes
On March 1, 2022, through a private offering, the Company issued the 2028 Convertible Notes in the aggregate principal amount of $320.0 million. The 2028 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture, dated as of March 1, 2022 (the 2028 Indenture), between the Company and Wilmington Trust, National Association, as trustee. The 2028 Convertible Notes bear interest at a rate of 3.250% per year, payable semi-annually in arrears on March 1 and September 1 of each year.
During the nine months ended September 30, 2026, the Company used the proceeds from the issuance of the 2031 Convertible Notes and cash to repurchase $280.1 million in aggregate principal amount of the 2028 Convertible Notes as described above. On September 16, 2026, the Company announced that it would redeem the $39.9 million of outstanding 2028 Convertible Notes on November 18, 2026 (the Redemption Date) for cash.
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The 2028 Convertible Notes will be redeemed on the Redemption Date at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, in accordance with the terms of the 2028 Convertible Notes and the 2028 Indenture. Upon completion of the redemption, no 2028 Convertible Notes will remain outstanding.
Holders of the 2028 Convertible Notes may surrender all or any portion of their 2028 Convertible Notes for conversion at any time from the date of the announcement until the close of business (5:00 p.m., New York City time) on November 16, 2026, the second business day immediately preceding the Redemption Date. While the expectation is that substantially all the 2028 Convertible Notes will be converted before the Redemption Date, the holders are not obligated to convert their notes. Any 2028 Convertible Notes not surrendered for conversion at or prior to the close of business on November 16, 2026 will be redeemed on the Redemption Date as described above.
The conversion rate in effect is 52.8309 shares of Peabody's common stock per $1,000 principal amount. Because the redemption constitutes a “make-whole fundamental change” under the 2028 Indenture, the conversion rate will be increased by 2.0971 shares of common stock per $1,000 principal amount of the 2028 Convertible Notes, such that the conversion rate applicable to all conversions on or after the date of redemption announcement and on or before the close of business on November 16, 2026 will be 54.928 shares of common stock per $1,000 principal amount of 2028 Convertible Notes.
Peabody will satisfy its conversion obligation by paying or delivering, for each $1,000 principal amount of 2028 Convertible Notes converted, the sum of the daily conversion values for each of the 40 consecutive trading days during the relevant observation period. Peabody has elected a cash-only settlement with respect to conversions of the 2028 Convertible Notes.
2031 Convertible Notes
On June 2, 2026, through a private offering, the Company issued the 2031 Convertible Notes in the aggregate principal amount of $250.0 million. The 2031 Convertible Notes are senior unsecured obligations of the Company and are governed under an indenture, dated June 2, 2026 (the 2031 Indenture), between the Company and Wilmington Trust, National Association, as trustee.
The Company used the proceeds of the offering of the 2031 Convertible Notes to fund $16.7 million of capped call transactions, as discussed below, and together with cash, to repurchase $241.2 million of its outstanding 2028 Convertible Notes, as described above.
The 2031 Convertible Notes will mature on June 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. The 2031 Convertible Notes will bear interest from June 2, 2026 at a rate of 0.50% per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026.
The 2031 Convertible Notes will be convertible at the option of the holders only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the Measurement Period) in which the trading price per $1,000 principal amount of 2031 Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such 2031 Convertible Notes for redemption; and (5) at any time from, and including, December 1, 2030 until the close of business on the second scheduled trading day immediately before the maturity date.
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Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2031 Indenture. The initial conversion rate for the 2031 Convertible Notes is 26.0970 shares of the Company’s common stock per $1,000 principal amount of 2031 Convertible Notes, which represents an initial conversion price of approximately $38.32 per share of the Company’s common stock. The initial conversion price represents a premium of approximately 32.5% over the U.S. composite volume weighted average price of Peabody’s common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on May 28, 2026, which was $28.9197 per share. The conversion rate and conversion price are subject to adjustment under certain circumstances in accordance with the terms of the 2031 Indenture. If certain corporate events described in the 2031 Indenture occur prior to the maturity date, or the Company delivers a redemption notice (as described below), the conversion rate will be increased for a holder who elects to convert its 2031 Convertible Notes in connection with such corporate event or redemption notice, as the case may be, in certain circumstances. The terms of the 2031 Indenture require conversion rate adjustments upon the payment of dividends to holders of the Company’s common stock in excess of a dividend threshold, initially equal to a quarterly amount of $0.075 per share of common stock. Since the quarterly per share dividend declared and paid since the issuance of the 2031 Convertible Notes did not exceed the dividend threshold, there was no revision to the conversion rate.
The Company may not redeem the 2031 Convertible Notes prior to June 5, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem the 2031 Convertible Notes in whole or in part (subject to certain limitations), at its option at any time, and from time to time, on or after June 5, 2029 and on or before the 31st scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if (i) the 2031 Convertible Notes are “freely tradable” (as defined in the 2031 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date the Company sends the related redemption notice; and (ii) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2031 Convertible Notes unless at least $75 million aggregate principal amount of 2031 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. No sinking fund is provided for the 2031 Convertible Notes.
Peabody may redeem for cash all, but not less than all, of the 2031 Convertible Notes at any time if (i) the 2031 Convertible Notes are “freely tradable” (as defined in the 2031 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date Peabody sends the related redemption notice; and (ii) the amount of the 2031 Convertible Notes that remains outstanding is less than 15% of the aggregate principal amount of the 2031 Convertible Notes initially issued under the 2031 Indenture at a redemption price equal to 100% of the principal amount of the 2031 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (a cleanup redemption).
If the Company undergoes a fundamental change (as defined in the 2031 Indenture), noteholders may require the Company to repurchase their 2031 Convertible Notes at a cash repurchase price equal to 100% of the principal amount of the 2031 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Capped Call Transactions
In connection with the offering of the 2031 Convertible Notes, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions) with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Convertible Notes prior to May 30, 2030, and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2031 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the Capped Call Transactions will initially be $50.6095 per share, which represents a premium of approximately 75.0% over the U.S. composite volume weighted average price of the Company’s common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on May 28, 2026 (which was $28.9197 per share), and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions will expire over a period of trading days beginning on April 17, 2030.
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The Capped Call Transactions are accounted for as equity instruments in “Additional paid-in capital” in the condensed consolidated balance sheet and are not subsequently remeasured as long as they continue to meet the conditions for equity classification. Accordingly, the premiums paid for the Capped Call Transactions are recorded as a reduction to additional paid-in capital and do not affect the Company’s basic or diluted earnings per share, although they are expected to reduce the potential economic dilution from any conversion of the 2031 Convertible Notes, subject to the cap.
Accounts Receivable Securitization Program
As described in Note 12. “Financial Instruments and Other Guarantees” of the accompanying unaudited condensed consolidated financial statements, the Company entered into an accounts receivable securitization program during 2017. The securitization program provides up to $225.0 million of funding capacity which is accounted for as a secured borrowing, limited to the availability of eligible receivables, and may be secured by a combination of collateral and the trade receivables underlying the program. Funding capacity under the program may also be utilized for letters of credit in support of other obligations, which has been the Company’s primary utilization. At September 30, 2026, the Company had no outstanding borrowings and $57.5 million of letters of credit outstanding under the program. The Company was not required to post cash collateral under the securitization program at September 30, 2026.
The accounts receivable securitization program was amended in January 2025 to extend its maturity to January 2028.
Covenant Compliance
The Company was compliant with all relevant covenants under its debt and other finance agreements at September 30, 2026.
Cash Flows
The following table summarizes the Company’s cash flows for the nine months ended September 30, 2026 and 2025, as reported in the accompanying unaudited condensed consolidated financial statements.
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Net cash provided by operating activities | $ | 27.2 | $ | 265.1 | |||||||
| Net cash used in investing activities | (235.5) | (252.8) | |||||||||
| Net cash used in financing activities | (280.7) | (73.8) | |||||||||
| Net change in cash, cash equivalents and restricted cash | (489.0) | (61.5) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,284.5 | 1,382.6 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 795.5 | $ | 1,321.1 | |||||||
Operating Activities. The decrease in net cash provided by operating activities for the nine months ended September 30, 2026 compared to the prior year was driven by a year-over-year decrease in operating cash flow from working capital ($242.6 million) and lower cash generated from mining operations, partially offset by the return of $77.7 million of cash collateral during the nine months ended September 30, 2026.
Investing Activities. The decrease in net cash used in investing activities for the nine months ended September 30, 2026 compared to the prior year was driven by lower capital expenditures and payments of capital accruals ($71.6 million), offset by the prior year receipt of the deposit related to the terminated acquisition ($29.0 million) and lower net distributions from joint ventures ($18.3 million).
Financing Activities. The increase in net cash used in financing activities for the nine months ended September 30, 2026 compared to the same period in the prior year was driven by higher repayments of long-term debt ($552.4 million), purchases of capped calls ($16.7 million) and higher payments of debt issuance and other deferred financing costs ($12.8 million). These variances were partially offset by proceeds from long-term debt ($360.0 million), the prior year repayment of a loan note related to the terminated acquisition ($9.3 million) and decreases in distributions to noncontrolling interests ($6.4 million).
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Off-Balance-Sheet Arrangements
In the normal course of business, the Company is a party to various guarantees and financial instruments that carry off-balance-sheet risk and are not reflected in the accompanying condensed consolidated balance sheets. Such financial instruments provide support for the Company’s reclamation bonding requirements, lease obligations, insurance policies and various other performance guarantees. The Company periodically evaluates the instruments for on-balance-sheet treatment based on the amount of exposure under the instrument and the likelihood of required performance. The Company does not expect any material losses to result from these guarantees or off-balance-sheet instruments in excess of liabilities provided for in the accompanying condensed consolidated balance sheets.
The following table summarizes the Company’s financial instruments that carry off-balance-sheet risk.
| September 30, 2026 | |||||||||||||||||
| Reclamation Support | Other Support (1) | Total | |||||||||||||||
| (Dollars in millions) | |||||||||||||||||
| Surety bonds | $ | 1,205.4 | $ | 81.7 | $ | 1,287.1 | |||||||||||
Letters of credit (2) | 62.3 | 53.4 | 115.7 | ||||||||||||||
| 1,267.7 | 135.1 | 1,402.8 | |||||||||||||||
Less: Letters of credit in support of surety bonds (3) | (62.3) | (1.9) | (64.2) | ||||||||||||||
| Obligations supported, net | $ | 1,205.4 | $ | 133.2 | $ | 1,338.6 | |||||||||||
(1) Instruments support obligations related to leases, health care plans, workers’ compensation, property and casualty insurance, customer and vendor contracts and certain restoration ancillary to prior mining activities.
(2) Amounts do not include cash-collateralized letters of credit.
(3) Certain letters of credit serve as collateral for surety bonds at the request of surety bond providers.
Not presented in the above table is $418.4 million of restricted cash and collateral which are included in the accompanying condensed consolidated balance sheets at September 30, 2026, as described in Note 12. “Financial Instruments and Other Guarantees” of the accompanying unaudited condensed consolidated financial statements. Such collateral is primarily in support of the financial instruments noted above, including in relation to the Company’s surety bond portfolio, its collateralized letter of credit agreement, its bank guarantee facilities and amounts held directly with beneficiaries which are not supported by surety bonds. The restricted cash and collateral balance decreased $425.7 million during the nine months ended September 30, 2026 substantially due to the release of cash collateral as a result of the establishment of the Australian Surety Bond Facilities and the termination of the TSA.
At September 30, 2026, the Company had total asset retirement obligations of $749.1 million. Bonding requirement amounts may differ significantly from the related asset retirement obligation because such requirements are calculated under the assumption that reclamation begins currently, whereas the Company’s accounting liabilities are discounted from the end of a mine’s economic life (when final reclamation work would begin) to the balance sheet date.
At September 30, 2026, the Company’s reclamation bonding requirements were supported by $1.2 billion of surety bonds and approximately $310 million of restricted cash and other balances serving as collateral.
Critical Accounting Policies and Estimates
The Company’s discussion and analysis of its financial condition, results of operations, liquidity and capital resources is based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The Company is also required under U.S. GAAP to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
At September 30, 2026, the Company identified certain assets with an aggregate carrying value of approximately $53 million in its Other U.S. Thermal reportable segment whose recoverability is most sensitive to customer concentration risk.
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The Company’s critical accounting policies and estimates are discussed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s critical accounting policies remain unchanged at September 30, 2026, and there have been no material changes in the Company’s critical accounting estimates.
Newly Adopted Accounting Standards and Accounting Standards Not Yet Implemented
See Note 2. “Newly Adopted Accounting Standards and Accounting Standards Not Yet Implemented” to the Company’s unaudited condensed consolidated financial statements for a discussion of newly adopted accounting standards and accounting standards not yet implemented.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Coal Pricing Risk
The Company predominantly manages its commodity price risk for its non-trading, long-term coal contract portfolio through the use of long-term coal supply agreements (those with terms longer than one year) to the extent possible, rather than through the use of derivative instruments. As of September 30, 2026, the Company had approximately 92 million tons of U.S. thermal coal priced and committed for 2026. This includes approximately 78 million tons of PRB coal and 14 million tons of Other U.S. Thermal coal. The Company has the flexibility to increase volumes should demand warrant. Peabody is estimating full year 2026 thermal coal sales volumes from its Seaborne Thermal segment of 12.7 million to 12.9 million tons comprised of thermal export volume of 8.3 million to 8.5 million tons and domestic volume of 4.4 million tons. Peabody is estimating full year 2026 metallurgical coal sales from its Seaborne Metallurgical segment of 8.9 million to 9.1 million tons. Sales commitments in the metallurgical coal market are typically not long-term in nature, and the Company is therefore subject to fluctuations in market pricing. The Company’s sensitivity to market pricing in thermal coal markets is dependent on the duration of contracts.
As of September 30, 2026, the Company had no coal derivative contracts related to its forecasted sales. Historically, such financial contracts have included futures and forwards.
Foreign Currency Risk
The Company utilizes options and collars to hedge currency risk associated with anticipated Australian dollar operating expenditures. The accounting for these derivatives is discussed in Note 6. “Derivatives and Fair Value Measurements” to the accompanying unaudited condensed consolidated financial statements. As of September 30, 2026, the Company held average rate options with an aggregate notional amount of $444.0 million Australian dollars to hedge currency risk associated with anticipated Australian dollar operating expenditures over the nine-month period ending June 30, 2027. As of September 30, 2026, the Company also held purchased collars with an aggregate notional amount of $615.0 million Australian dollars related to anticipated Australian dollar operating expenditures during the nine-month period ending June 30, 2027. Assuming the Company had no foreign currency hedging instruments in place, its exposure in operating costs and expenses due to a $0.10 change in the Australian dollar/U.S. dollar exchange rate is approximately $230 million to $240 million for the next twelve months. Based upon the Australian dollar/U.S. dollar exchange rate at September 30, 2026, the currency option contracts outstanding at that date would limit the Company’s exposure to approximately $188 million with respect to a $0.10 increase in the exchange rate, while the Company would benefit by approximately $199 million with respect to a $0.10 decrease in the exchange rate for the next twelve months.
Although Peabody believes its Australian dollar monetary asset position acts as a partial hedge to lessen the impact on its results from operations, the Company may continue to use options and collars to hedge its cash flow exposure to currency risk associated with anticipated Australian dollar operating expenditures.
Diesel Fuel Price Risk
The Company expects to consume 90 to 100 million gallons of diesel fuel during the next twelve months. A $10 per barrel change in the price of crude oil (the primary component of a refined diesel fuel product) would increase or decrease its annual diesel fuel costs by approximately $22 million based on its expected usage.
As of September 30, 2026, the Company did not have any diesel fuel derivative instruments in place. The Company partially manages the price risk of diesel fuel through the use of cost pass-through contracts with certain customers.
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Interest Rate Risk
Peabody’s objectives in managing exposure to interest rate changes are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. Peabody is primarily exposed to interest rate risk as a result of its interest-earning cash balances.
Peabody’s interest-earning cash and restricted cash balances are primarily held in deposit accounts and investments with maturities of three months or less. Therefore, these balances are subject to interest rate fluctuations and could produce less income if interest rates fall. Based upon its interest-earning cash and restricted cash balances at September 30, 2026, a one percentage point decrease in interest rates would result in a decrease of approximately $8 million to interest income for the next twelve months.
Item 4. Controls and Procedures.
Peabody’s disclosure controls and procedures are designed to, among other things, provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is accumulated and communicated to senior management, including the principal executive officer and principal financial officer, on a timely basis. As of September 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, Peabody’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective to achieve the desired control objectives. Additionally, there have been no changes to the Company’s internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various legal and regulatory proceedings. For a description of its significant legal proceedings refer to Note 13. “Commitments and Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1. “Financial Statements” of this Quarterly Report, which information is incorporated by reference herein.
Item 1A. Risk Factors.
The Company operates in a rapidly changing environment that involves a number of risks. For information regarding factors that could affect the Company’s results of operations, financial condition and liquidity, see the risk factors disclosed in Item 1A. “Risk Factors” of Part I of its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026. In addition to the other information set forth in this Quarterly Report, including the information presented in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations,” you should carefully consider the risk factors disclosed in the aforementioned filing, which could materially affect the Company's results of operations, financial condition and liquidity.
Factors that could affect the Company’s results or an investment in the Company’s securities include, but are not limited to:
•the Company’s profitability depends upon the prices it receives for its coal;
•if a substantial number of the Company’s long-term coal supply agreements, including those with its largest customers, terminate, or if the pricing, volumes or other elements of those agreements materially adjust, its revenue and operating profits could suffer if the Company is unable to find alternate buyers willing to purchase its coal on comparable terms to those in its contracts;
•risks inherent to mining could increase the cost of operating the Company’s business, and events and conditions that could occur during the course of its mining operations could have a material adverse impact on the Company;
•the Company’s take-or-pay arrangements could unfavorably affect its profitability;
•the Company may not recover its investments in its mining, exploration and other assets, which may require the Company to recognize impairment charges related to those assets;
•the Company’s ability to operate effectively could be impaired if it loses key personnel or fails to attract qualified personnel;
•the Company could be negatively affected if it fails to maintain satisfactory labor relations;
•the Company could be adversely affected if it fails to appropriately provide financial assurances for its obligations;
•if the assumptions underlying the Company’s asset retirement obligations for reclamation and mine closures are materially inaccurate, its costs could be significantly greater than anticipated;
•the Company’s mining operations are extensively regulated, which imposes significant costs, and future regulations and developments or differing interpretations of existing regulations could increase those costs or limit its ability to produce coal;
•if litigation challenging “climate superfund” laws is unsuccessful, the Company may be required to make significant payments for alleged climate change damages;
•the Company’s operations may impact the environment or cause exposure to hazardous substances, and its properties may have environmental contamination, which could result in material liabilities to the Company;
•the Company may be unable to obtain, renew or maintain permits necessary for its operations, or may only be able to do so subject to conditions that limit the manner in which it runs its operations, which would reduce its production, cash flows and profitability;
•concerns about the impacts of coal combustion on global climate are increasingly leading to conditions that have affected and could continue to affect demand for the Company’s products or its securities and its ability to produce, including increased governmental regulation of coal combustion and unfavorable investment decisions by electricity generators;
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•numerous activist groups are devoting substantial resources to anti-coal activities to minimize or eliminate the use of coal as a source of electricity generation, domestically and internationally, thereby further reducing the demand and pricing for coal, and potentially materially and adversely impacting the Company’s future financial results, liquidity and growth prospects;
•the Company’s hedging activities do not cover certain risks and may expose it to earnings volatility and other risks;
•the Company’s future success depends upon its ability to continue acquiring and developing coal reserves and resources that are economically recoverable;
•the Company faces numerous uncertainties in estimating its coal reserves and resources and inaccuracies in its estimates could result in lower than expected revenue, higher than expected costs and decreased profitability;
•joint ventures, partnerships or non-managed operations may not be successful and may not comply with the Company’s operating standards;
•the Company’s expenditures for postretirement benefit obligations could be materially higher than it has predicted if its underlying assumptions prove to be incorrect;
•changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse effect on the Company’s business, financial condition and results of operations;
•Peabody is exposed to risks associated with political or international conflicts;
•Peabody could be exposed to significant liability, reputational harm, loss of revenue, increased costs or other risks if it experiences cybersecurity attacks or other security breaches that disrupt its operations or result in the dissemination of proprietary or confidential information about the Company, its customers or other third-parties;
•Peabody’s information and operational technology systems may be adversely affected by disruptions, damage, failure and risks associated with implementation and integration, including of new technologies;
•the Company is incorporating artificial intelligence technologies into its processes and these technologies may present business, compliance and reputational risks;
•the Company is subject to various general operating risks which may be fully or partially outside of its control;
•the Company may be able to incur more debt, including secured debt, which could increase the risks associated with its indebtedness;
•the terms of the agreements and instruments governing the Company’s debt and surety bonding obligations impose restrictions that may limit its operating and financial flexibility;
•the number and viability of financing and insurance alternatives available to the Company may be significantly impacted by unfavorable lending and investment policies adopted by financial institutions and insurance companies in response to concerns about the environmental impacts of coal combustion, and negative views around the Company’s environmental and social practices and related governance considerations could harm its perception among investors or result in the exclusion of its securities from consideration by those investors;
•the price of Peabody’s securities may be volatile;
•Peabody’s common stock is subject to dilution and may be subject to further dilution in the future;
•there may be circumstances in which the interests of a significant stockholder could be in conflict with other stakeholders’ interests;
•the future payment of dividends on Peabody’s stock or future repurchases of its stock is dependent on a number of factors and cannot be assured;
•acquisitions and divestitures are a potentially important part of the Company’s long-term strategy, subject to its investment criteria, and involve a number of risks, any of which could cause the Company not to realize the anticipated benefits;
•the outcome of arbitration proceedings related to the termination of agreements to acquire properties from Anglo American plc could adversely affect the Company’s business, results of operations, and its financial condition;
•the Company may not be able to fully utilize its deferred tax assets;
•Peabody’s certificate of incorporation and by-laws include provisions that may discourage a takeover attempt;
•diversity in interpretation and application of accounting literature in the mining industry may impact the Company’s reported financial results; and
•other risks and factors detailed in this report, including, but not limited to, those discussed in “Legal Proceedings,” set forth in Part II, Item 1 of this Quarterly Report on Form 10-Q.
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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 September 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 nine months ended September 30, 2026, the Company declared dividends per share of $0.075 and $0.225. On November 4, 2026 the Company declared an additional dividend per share of $0.075 to be paid on December 9, 2026 to shareholders of record as of November 19, 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 September 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) | ||||||||||||||||||||||
| July 1 through July 31, 2026 | 545 | $ | 22.20 | — | $ | 469.6 | ||||||||||||||||||||
| August 1 through August 31, 2026 | — | — | — | 469.6 | ||||||||||||||||||||||
| September 1 through September 30, 2026 | — | — | — | 469.6 | ||||||||||||||||||||||
| Total | 545 | 22.20 | — | |||||||||||||||||||||||
(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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Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2026, none of Peabody’s directors or officers adopted terminated
Item 6. Exhibits.
See Exhibit Index on following pages.
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EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | Consulting Services Agreement, dated August 27, 2026, by and among Peabody Energy Corporation, Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 28, 2026). | |||||||
| 31.1† | Certification of periodic financial report by the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2† | Certification of periodic financial report by the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1† | Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Executive Officer. | |||||||
| 32.2† | Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Registrant’s Chief Financial Officer. | |||||||
| 95† | Mine Safety Disclosure required by Item 104 of Regulation S-K. | |||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| † | Filed herewith. | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PEABODY ENERGY CORPORATION | ||||||||||||||
| Date: | November 6, 2026 | By: | /s/ MARK A. SPURBECK | |||||||||||
| Mark A. Spurbeck | ||||||||||||||
| Executive Vice President and Chief Financial Officer (On behalf of the registrant and as Principal Financial Officer) | ||||||||||||||
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