Gold Fields insiders sell vested share awards

Gold Fields Limited filed a report detailing dealings in its shares by senior management after performance awards vested under the Gold Fields 2012 Share Plan.

Accepted by SEC EDGAR 03/02/2026 - 08:20 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Gold Fields Limited filed a report detailing dealings in its shares by senior management after performance awards vested under the Gold Fields 2012 Share Plan. The company states that directors and prescribed officers took ownership of these performance shares and some then sold part or all of them on the market.

Prescribed officer KM Carter sold 48,189 ordinary shares at R901.1209 each for a total of R43,424,115.05. Prescribed officer BL Mokoatle sold 14,405 shares at the same price for R12,980,646.56. Prescribed officer J Magagula sold 8,000 shares for R7,208,967.20 and retained 9,206 shares with a deemed value of R8,295,719. CEO Mike Fraser retained 19,005 shares and shows zero shares traded.

The company notes that all transactions are direct and beneficial interests and that the required JSE clearance to deal in these securities was obtained in line with paragraph 6.83 of the Listings Requirements.

FAQ

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What insider share transactions did Gold Fields (GFI) disclose?

Gold Fields disclosed that certain directors and prescribed officers sold and retained ordinary shares received from vested performance awards, including sales of 48,189, 14,405 and 8,000 shares, all classified as direct and beneficial interests under the company’s 2012 Share Plan.

How many Gold Fields (GFI) shares did KM Carter sell and for how much?

Prescribed officer KM Carter sold 48,189 Gold Fields ordinary shares. The shares were sold at a market price of R901.1209 per share, resulting in a total transaction value of R43,424,115.05, following the vesting of performance shares under the 2012 Share Plan.

What were BL Mokoatle’s Gold Fields (GFI) share dealings?

Prescribed officer BL Mokoatle sold 14,405 Gold Fields ordinary shares. These shares were sold at a market price of R901.1209 per share, for a total value of R12,980,646.56, arising from vested performance shares under the company’s 2012 Share Plan.

How many Gold Fields (GFI) shares did J Magagula sell and retain?

Prescribed officer J Magagula sold 8,000 Gold Fields shares and retained 9,206 shares. The sold shares totaled R7,208,967.20 at R901.1209 each, while the retained shares have a deemed value of R8,295,719.00, linked to vested performance share awards.

Did Gold Fields (GFI) obtain clearance for these insider share deals?

Yes. Gold Fields stated that, in line with paragraph 6.83 of the JSE Listings Requirements, the necessary clearance to deal in the reported securities was obtained before the directors and prescribed officers executed their share transactions on the market.

What happened to CEO Mike Fraser’s vested Gold Fields (GFI) shares?

CEO Mike Fraser is shown with 19,005 Gold Fields shares retained and zero shares traded. These shares relate to vested performance share awards under the Gold Fields 2012 Share Plan, and his interest is classified as direct and beneficial in the disclosure.

Under which scheme were these Gold Fields (GFI) share awards made?

The reported share awards and subsequent dealings arise from the Gold Fields 2012 Share Plan, referred to as the “Scheme” in the disclosure, which governs performance share awards granted to directors, prescribed officers and directors of major subsidiaries.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dated 2 March 2026

Commission File Number 001-31318

Gold Fields Limited

(Translation of registrant’s name into English)

150 Helen Rd.

Sandown, Sandton 2196

South Africa

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F  ☐  Form 40-F

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, thereunto duly authorized.

			Gold Fields Limited
Date: 2 March 2026			By:			/s/ Mike Fraser
						Name:			Mike Fraser
						Title:			Chief Executive Officer

INDEX TO EXHIBITS

No.						Exhibit
99.1						Gold Fields SENS Announcement

Gold Fields Limited Reg. No. 1968/004880/06) (Incorporated in the Republic of South Africa) JSE, NYSE, DIFX Share Code: GFI ISIN Code:ZAE000018123 (“Gold Fields” or the “Company”) DEALING IN SECURITIES In compliance with paragraphs 6.77 to 6.90 of the Listings Requirements of JSE Limited (the “Listings Requirements") the Company hereby advises that directors and prescribed Officers of Gold Fields, and directors of major subsidiaries of the Company took ownership of their vested Performance Shares which were awarded in terms of the Gold Fields 2012 Share Plan (“Scheme”) as amended. Accordingly, the following trades are announced: Name of Director, Prescribed Officer, Director of Major subsidiary MJ Fraser Nature of transaction On market sale of shares in terms of the above Scheme Class of Security Ordinary shares Nature of interest Direct and Beneficial Transaction Date 2026/02/26 Number of Shares traded 0 Number of Shares retained 19,005 Market Price per share R901.1209 Total Value R17,125,802.70 Name of Prescribed Officer, Director of Major subsidiary KM Carter Nature of transaction On market sale of shares in terms of the above Scheme Class of Security Ordinary shares Nature of interest Direct and Beneficial Transaction Date 2026/02/26 Number of Shares traded 48,189 Number of Shares retained 0 Market Price per share R901.1209 Total Value R43,424,115.05 Name of Prescribed Officer, Director of Major subsidiary BL Mokoatle Nature of transaction On market sale of shares in terms of the above Scheme Class of Security Ordinary shares Nature of interest Direct and Beneficial Transaction Date 2026/02/26 Number of Shares traded 14,405 Number of Shares retained 0 Market Price per share R901.1209 Total Value R12,980,646.56 Name of Prescribed Officer, Director of Major subsidiary J Magagula Nature of transaction On market sale of shares in terms of the above Scheme Class of Security Ordinary shares Nature of interest Direct and Beneficial Transaction Date 2026/02/26 Number of Shares traded 8,000 Number of Shares retained 9,206 Market Price per share R901.1209

Total Value of Shares traded 7,208,967.20 Deemed Value of Shares retained 8,295,719.00 In terms of paragraph 6.83 of the Listings requirements the necessary clearance to deal in the above securities has been obtained. 2 March 2026 Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 3.3 KB