[8-K] PEABODY ENERGY CORP Reports Material Event

Rhea-AI Filing Summary

Peabody Energy Corporation announced a planned leadership transition for President and CEO James C. Grech, who is approaching retirement eligibility. The board will conduct an active search to identify his successor.

Under a new Transition and Consulting Agreement effective December 17, 2025, Mr. Grech will remain CEO until May 15, 2028 and is expected to continue serving on the board through that date, subject to company governance and annual elections. During this period, he will keep his current salary, performance-based cash incentives, benefits, and remain eligible for long-term incentive awards in January 2026, 2027 and 2028.

After May 15, 2028, he will serve in an advisory role until May 15, 2030 and receive a consulting fee of $1,500,000 per year, while vesting on certain long-term incentive awards continues through the consulting period, subject to performance goals and ongoing service. The company states this arrangement reflects its desire to retain his services and is not due to any disagreement over operations, policies, or practices.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2025

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-16463

13-4004153

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

701 Market Street,

St. Louis,

Missouri

63101-1826

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(314)

342-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			BTU			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

James C. Grech, President and Chief Executive Officer of Peabody Energy Corporation (the “Company”), is approaching retirement eligibility. In connection therewith, the Board will transition its ongoing succession planning efforts to conduct an active search to identify Mr. Grech’s successor.

In connection with the transition, the Company and Mr. Grech entered into a Transition and Consulting Agreement (the “Transition Agreement”), effective as of December 17, 2025 (the “Effective Date”), pursuant to which the Company will retain Mr. Grech as CEO until May 15, 2028 (such date, the “Transition Date”). The Company expects that Mr. Grech will continue to serve as a member of the Board of Directors until the Transition Date, subject to the Company’s governing documents and annual director election process. Following the Transition Date, Mr. Grech will serve the Company in an advisory capacity until May 15, 2030 (such period, the “Consulting Period”).

Under the Transition Agreement, until the Transition Date, Mr. Grech will continue to receive his annual base salary, short-term cash incentives (subject to performance goals), and employee benefits, and remain eligible to receive long-term incentive awards in January 2026, January 2027 and January 2028. With respect to any long-term incentive awards received in January 2026, January 2027 and January 2028, vesting in such awards shall continue until the end of the Consulting Period, provided that he continues to provide the advisory services during such period in accordance with the terms of the Transition Agreement, such that Mr. Grech will be eligible to receive full vesting of his 2026 and 2027 time-based awards and performance-based long-term incentive awards – and partial vesting of his 2028 time-based awards and performance-based long-term incentive awards – to the extent that performance goals are achieved. During the Consulting Period, Mr. Grech will also be entitled to a consulting fee at the rate of $1,500,000 per year to provide customary consulting services to ensure a smooth leadership transition at the Company.

The entry into the Transition Agreement was part of the Board’s desire to retain Mr. Grech's services beyond his retirement eligibility and consistent with its succession planning activities and not the result of any disagreement between Mr. Grech and the Company on any matter relating to its operations, policies, or practices.

The foregoing description of the Transition Agreement is subject to and qualified in its entirety by reference to the full text of the Transition Agreement, which is attached as Exhibit 10.1 to this Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
10.1			Employment Transition Agreement, dated as of December 17, 2025, between Peabody Energy Corporation and James C. Grech.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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 hereunto duly authorized.

			PEABODY ENERGY CORPORATION
December 19, 2025			By: /s/ Scott T. Jarboe
			Name: Scott T. Jarboe
			Title: Chief Administrative Officer and Corporate Secretary

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FAQ

What leadership change did Peabody Energy (BTU) disclose?

Peabody Energy disclosed that President and CEO James C. Grech, who is approaching retirement eligibility, will eventually transition out of the CEO role. The board will conduct an active search to identify his successor while he continues to serve under a structured transition plan.

How long will James C. Grech remain CEO of Peabody Energy (BTU)?

Under the Transition and Consulting Agreement effective December 17, 2025, James C. Grech will remain CEO until May 15, 2028. He is also expected to continue as a member of the board through that date, subject to Peabody Energy’s governing documents and annual director election process.

What compensation will James C. Grech receive during the Peabody Energy CEO transition?

Until May 15, 2028, Mr. Grech will continue to receive his annual base salary, short-term cash incentives subject to performance goals, and employee benefits. He will also remain eligible for long-term incentive awards in January 2026, January 2027, and January 2028, with vesting tied to continued service and achievement of performance goals.

What is James C. Grech’s role at Peabody Energy after stepping down as CEO?

After the transition date of May 15, 2028, James C. Grech will serve Peabody Energy in an advisory capacity during a consulting period that runs until May 15, 2030, providing customary consulting services to support a smooth leadership transition.

How much will Peabody Energy pay James C. Grech as a consultant?

During the consulting period from May 15, 2028 to May 15, 2030, James C. Grech will be entitled to a consulting fee at the rate of $1,500,000 per year for providing advisory and transition-related services to Peabody Energy.

Does Peabody Energy report any disagreement with James C. Grech related to his transition?

Peabody Energy states that the Transition and Consulting Agreement reflects the board’s desire to retain James C. Grech’s services beyond his retirement eligibility and is consistent with its succession planning, and that it is not the result of any disagreement with him regarding the company’s operations, policies, or practices.

Where can investors find the full terms of James C. Grech’s Transition Agreement with Peabody Energy?

The full text of the Employment Transition Agreement between Peabody Energy Corporation and James C. Grech, dated December 17, 2025, is filed as Exhibit 10.1 and is incorporated by reference in the report.