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Harmony Gold (OTC: HGMCF) issues multi-year deferred share awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Harmony Gold Mining Company Limited reported that its executive directors, prescribed officers and company secretary received deferred share awards under the 2018 Harmony Deferred Share Plan. The awards were granted on 18 September 2025 at a 5-day volume weighted average price of R263.44 per ordinary share and accepted on 02 October 2025.

The Group Chief Executive Officer, BB Nel, was awarded 65,406 deferred ordinary shares with a total value of R17,230,556.64, vesting in five equal tranches over five years. Similar five-year vesting applies to other executives and prescribed officers, while the company secretary’s 13,994 deferred shares, valued at R3,686,579.36, vest in three equal annual tranches. All interests are direct beneficial, and prior clearance was obtained for these dealings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6­K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a­16 OR 15d­16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For October 3, 2025

Harmony Gold Mining Company Limited

Randfontein Office Park
Corner Main Reef Road and Ward Avenue Randfontein, 1759
South Africa
(Address of principal executive offices)
*-­
(Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20­ F or Form 40­F.)

Form 20F ☒ Form 40F ☐

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3­2(b) under the Securities Exchange Act of 1934.)

Yes ☐ No ☒





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Harmony Gold Mining Company Ltd
Registration number: 1950/038232/06
Incorporated in the Republic of South Africa
ISIN: ZAE000015228
JSE share code: HAR
(“Harmony” or “the company”)


DEALING IN SECURITIES BY EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY
Johannesburg, Friday, 03 October 2025. In line with the provisions of the 2018 Harmony Deferred Share Plan, executive directors and prescribed officers of Harmony were awarded deferred shares on 18 September 2025 based on the 5-day volume weighted average price of R263.44 per ordinary share and accepted these awards on 02 October 2025. In addition, in compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, dealings in securities by executive directors and prescribed officers are disclosed.
The following transactions are disclosed in relation to the deferred share awards:

1.

Name of director:

BB Nel (Group Chief Executive Officer)

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
65,406
Total value of shares awarded:
R17,230,556.64
Nature and extent of director’s interest:
Direct beneficial

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2.

Name of director:

BP Lekubo (Financial Director)

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
40,148
Total value of shares awarded:
R10 576 589.12
Nature and extent of director’s interest:
Direct beneficial


3.

Name of director:

HE Mashego (Executive Director)

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
29,845
Total value of shares awarded:
R7 862 366.80
Nature and extent of director’s interest:
Direct beneficial


4.

Name of prescribed officer:

AJ Boshoff

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
33,646
Total value of shares awarded:
R8 863 702.24
Nature and extent of prescribed officer’s interest:
Direct beneficial


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5.

Name of prescribed officer:

AZ Buthelezi

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
28,090
Total value of shares awarded:
R7 400 029.60
Nature and extent of prescribed officer’s interest:
Direct beneficial


6.

Name of prescribed officer:

U Govender

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
20,394
Total value of shares awarded:
R5 372 595.36
Nature and extent of prescribed officer’s interest:
Direct beneficial

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7.

Name of prescribed officer:

FS Masemula

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
27,358
Total value of shares awarded:
R7 207 191.52
Nature and extent of prescribed officer’s interest:
Direct beneficial


8.

Name of prescribed officer:

JJ van Heerden

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
39,337
Total value of shares awarded:
R10 362 939.28
Nature and extent of prescribed officer’s interest:
Direct beneficial


9.

Name of prescribed officer:

MP van der Walt

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in five equal tranches over a five-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
28,090
Total value of shares awarded:
R7 400 029.60
Nature and extent of prescribed officer’s interest:
Direct beneficial
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10.

Name of company secretary:

SS Mohatla

Nature of transaction:
Off market award of deferred shares
Periods of vesting:
Deferred shares vest in three equal tranches over a three-year period
Class of securities:
Deferred ordinary shares

Number of deferred shares awarded:
13 994
Total value of shares awarded:
R3 686 579.36
Nature and extent of company secretary’s interest:
Direct beneficial

Prior clearance was obtained in respect of the above dealings by the executive directors, prescribed officers and company secretary.

Ends.

For more details contact:

Jared Coetzer
Head of Investor Relations
+27 (0) 82 746 4120
Johannesburg, South Africa

03 October 2025

Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
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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, thereunto duly authorized.

Harmony Gold Mining Company Limited
Date: October 3, 2025By: /s/ Boipelo Lekubo
Name: Boipelo Lekubo
Title: Financial Director
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FAQ

What did Harmony Gold Mining (HGMCF) disclose in this Form 6-K?

Harmony Gold Mining disclosed off-market awards of deferred ordinary shares to executive directors, prescribed officers and the company secretary under its 2018 Deferred Share Plan. These equity awards form part of long-term incentive arrangements and are subject to multi-year vesting schedules and prior dealing clearance.

At what price were Harmony Gold Mining’s deferred shares awarded?

The deferred share awards were based on a 5-day volume weighted average price of R263.44 per ordinary share as at 18 September 2025. This price is used to calculate the number and total value of deferred ordinary shares granted to the participating executives and officers.

How many deferred shares did Harmony’s CEO BB Nel receive?

Group Chief Executive Officer BB Nel received 65,406 deferred ordinary shares with a total value of R17,230,556.64. These shares vest in five equal tranches over a five-year period, aligning a significant portion of the CEO’s compensation with Harmony Gold Mining’s long-term share performance.

What are the vesting terms for Harmony Gold Mining’s deferred share awards?

For executive directors and prescribed officers, deferred ordinary shares vest in five equal tranches over a five-year period. The company secretary’s award vests in three equal tranches over three years. These staggered vesting schedules are designed to promote retention and longer-term alignment with shareholders.

Who at Harmony Gold Mining received deferred share awards in October 2025?

Recipients include executive directors BB Nel, BP Lekubo and HE Mashego; prescribed officers such as AJ Boshoff, AZ Buthelezi and others; and company secretary SS Mohatla. Each received off-market deferred ordinary shares with specified values and vesting periods, all held as direct beneficial interests.

Were regulatory requirements followed for Harmony Gold Mining’s share dealings?

The company states these dealings comply with paragraphs 3.63 to 3.74 of the JSE Listings Requirements. It also confirms that prior clearance was obtained for all disclosed transactions by the executive directors, prescribed officers and the company secretary before accepting their deferred share awards.