Peabody Energy Corporation (BTU)
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AGM 2026

May 7, 2026

Bob Malone
Chairman of the Board, Peabody

Good morning. I'm Bob Malone, Chairman of the Board of Peabody. On behalf of the board of directors, senior management, and our more than 5,000 employees worldwide, I wanna welcome you to Peabody's 2026 Annual Meeting of Stockholders. We're pleased to be hosting our annual meeting virtually this year. It's shortly after 9:00 A.M. Central Time on May 7, 2026, and I now call this annual meeting to order. I will be serving as chairman of the meeting. Scott Jarboe, Chief Administrative Officer and Corporate Secretary of Peabody, will act as secretary of this meeting and will give the required formal announcements. [Anita Gillespie] of American Election Services, who is joining us virtually, is serving as the Inspector of Elections at this meeting and has previously taken her oath.

We begin every meeting at Peabody with a safety contact as a reminder to everyone that safety is a core value that is integrated in all areas of our business. Even though today's meeting is virtual, eliminating the need for our stockholders to travel to our meeting, I'd still like to take a moment to focus on transportation safety. Interestingly, statistically, driving is the most dangerous activity most people do on a routine basis. Motor vehicle crashes remain one of the leading causes of deaths in the United States, claiming over 40,000 lives each year. They are also the leading cause of work-related fatalities, accounting for roughly one-third of all occupational deaths. What makes driving particularly risky is familiarity. We do it every day, often on autopilot, which can lead us to underestimate the risk.

Factors such as fatigue, distraction, speed, and impairment dramatically increase the likelihood of a serious incident. Whether we're driving to work, commuting, or simply running personal errands, the same principles apply. Stay focused, manage fatigue, eliminate distractions, and make conservative decisions behind the wheel. At Peabody, safety doesn't stop at the mine gate. Whatever you are and wherever you are and whatever you're doing, I ask you make a commitment to focus on the task of driving when operating a motor vehicle. With us today are all the members of our board of directors. We're fortunate to have on our board these talented business and community leaders who offer the company a wealth of diversity of skills and experiences. With us today are M. Katherine Banks, former president of Texas A&M University and vice chancellor of National Laboratories for the Texas A&M University System.

Andrea Bertone, former president of Duke Energy International LLC. William H. Champion, former principal at Gladiator Mining Group. Nick Chirekos, former managing director, North America Head of Mining, J.P. Morgan Securities. Steve Gorman, former chief executive officer of Air Methods Corporation. Georganne Hodges, former executive vice president and chief financial officer of Motiva Enterprises. Jim Grech, Peabody President and Chief Executive, and Clayton Walker, former chief operating officer of Rio Tinto Copper. I would like to thank each of these directors for joining us today. Joe Laymon is unable to attend today's meeting due to illness, and he sends his regrets. In addition to Jim Grech, with us today are the other members of our Peabody talented executive leadership team. It's very much my privilege to introduce Mark Spurbeck, Executive Vice President and Chief Financial Officer. Darren Yeates, Executive Vice President and Chief Operating Officer.

Scott Jarboe, Chief Administrative Officer and Corporate Secretary. Patrick Forkin, Executive Vice President, Global Strategy and Peabody Development, and Malcolm Roberts, Executive Vice President and Chief Commercial Officer. Also with us today are our partners from Ernst & Young, our independent public accounting firm. Those are Chris Moore and Patrick Fink. As you will see linked on the lower right of the virtual meeting screen, you received an agenda for today's meeting. To ensure an orderly meeting and to provide opportunities for participation, there will be a discussion period for each agenda item. During that time, stockholders may enter in the virtual meeting platform their questions specifically related to the item being discussed. When the discussion is open for an item, your question will be read aloud and responded to, subject to the limitations set out in our rules of conduct.

After the polls have closed and we've adjourned the formal meeting, we plan to entertain questions not related to the four items being voted on today. At this time, I'd like to turn the meeting over to our Corporate Secretary, Scott Jarboe, as we proceed with the official business of the meeting. Scott?

Scott Jarboe
Chief Administrative Officer and Corporate Secretary, Peabody

Thank you, Mr. Chairman. On March 26th, 2026, we began distributing to our stockholders of record copies of our 2026 proxy statement and 2025 annual report as submitted to the SEC on Form 10-K or notices of the availability of these materials on the internet. Copies of these documents are also available on the virtual meeting platform via the links at the lower right of your screen. As you will see on the virtual meeting screen, a copy of the agenda and the rules of conduct for the meeting are posted. For efficiency and order, we plan to conduct the meeting according to the agenda, and we ask that you abide by the rules of conduct. After the meeting has been adjourned, there will be the opportunity to ask additional questions within the guidelines set out in those rules.

For determination of a quorum, the Inspector of Elections has been requested to determine the exact number of shares present at the meeting. A final report of the number of shares represented at this meeting will be provided to the Inspector of Elections prior to voting. In December 2025, the board of directors passed resolutions providing for the 2026 annual meeting of stockholders to be held on this date and directing that notice be given as provided in the bylaws. The board fixed March 12th, 2026 as the record date for determining persons entitled to notice and to vote at this annual meeting of stockholders.

An affidavit has been delivered attesting to the fact that either, one, a notice of internet availability of the notice of the meeting, the proxy statement, and the 2025 annual report, or, two, the documents themselves were mailed on or about March 26, 2026 to all stockholders as of the record date and will be incorporated into the minutes of this meeting. A list of holders of common stock at the close of business on the record date is available for examination by any stockholder who is present or by any proxy representing a stockholder. A link to this list is available on the lower right side of your virtual meeting platform screen. Only holders of common stock on the record date are entitled to vote at this meeting.

Copies of the company certificate of incorporation, bylaws, the notice of this meeting, the 2026 proxy statement as supplemented, and the company's 2025 annual report as filed on Form 10-K are also available for inspection by any stockholder present, all of which are linked on your screen. There are present in person or by proxy more than 50% of the shares entitled to vote at this meeting. We therefore have a quorum and will proceed to vote upon the items shown on the agenda. Since no other nominations or valid proposals were received, our business today will be limited to the proposals on the agenda. Stockholders may submit written questions at any time using the virtual meeting platform. Please note that we will address questions about each agenda item as such item arises on the agenda.

Following the conclusion of the formal meeting, we will have a business update followed by a general question-and-answer session. If your questions are unrelated to the proposals that are presented for stockholder consideration, those questions will be addressed in the general question-and-answer session. At this time, I turn the meeting back over to our Chairman as we proceed with the official business of the meeting.

Bob Malone
Chairman of the Board, Peabody

Thank you, Scott. For the first proposal on the agenda, the election of directors, I'd like to turn to Steve Gorman, the Chair of our Nominating and Corporate Governance Committee. Steve?

Steve Gorman
Independent Director, Peabody Energy

Thanks, Bob. The first item to be considered is the election of M. Katherine Banks, Andrea E. Bertone, William H. Champion, Nicholas J. Chirekos, Steven E. Gorman, James C. Grech, Georganne M. Hodges, Joe W. Laymon, Clayton D. Walker, and Bob Malone as directors, each to serve for a term of one year or until his or her successor is duly elected and qualified. Each of these individuals has been nominated by the board and is currently serving as a director of the company. Their backgrounds and additional details are provided in our proxy statement. They bring a wealth of skills and experience to Peabody, and the board recommends a vote in their favor. At this time, I turn the meeting back over to the chairman.

Bob Malone
Chairman of the Board, Peabody

Thank you, Steve. At this time, we'll entertain any questions from stockholders specifically related to the election of directors. Please type your questions into the space provided. There being no further discussion, we will proceed to the next proposal, which relates to executive compensation. Once again, I turn the floor over to Steve Gorman, a member of our Compensation Committee.

Steve Gorman
Independent Director, Peabody Energy

Thank you, Bob. The second item to be voted on is the approval on an advisory basis of our named executive officers' compensation as disclosed in our proxy statement. This say on pay vote is advisory and therefore not binding on the company, the board, or the Compensation Committee. The board and the Compensation Committee value the opinions of our stockholders and will consider their concerns, if any, and evaluate whether any actions are necessary to address those concerns. The board recommends a vote in favor of approving, on an advisory basis, the compensation of the named executive officers. At this time, I'll again turn the meeting back over to the Chairman.

Bob Malone
Chairman of the Board, Peabody

Thanks, Steve. At this time, we'll entertain any questions from stockholders specifically related to the advisory vote on executive compensation. There being no further discussion, we'll proceed to the next proposal. I once again turn the floor over to Steve Gorman, a member of our Compensation Committee.

Steve Gorman
Independent Director, Peabody Energy

Thank you, Bob. The third item to be voted on is the approval by stockholders of the Peabody Energy Corporation 2026 incentive plan. The Compensation Committee and the board have carefully considered the terms of the 2026 incentive plan and the increase in the number of shares reserved for issuance under the plan. The board recommends a vote in favor of approving the 2026 incentive plan. At this time, I turn the meeting back over to the chairman.

Bob Malone
Chairman of the Board, Peabody

Thanks, Steve. At this time, we'll entertain any questions from stockholders specifically related to the approval of the 2026 incentive plan. There being no further discussion, we will proceed to the next item on the agenda, the ratification of the selection of the company's independent registered public accounting firm. I'd like to turn the floor over to Nick Chirekos, Chair of our Audit Committee.

Nick Chirekos
Chair of the Audit Committee, Peabody Energy

Thanks, Bob. The fourth and final item to be voted on is the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The audit committee has carefully evaluated EY's performance, independence, and other credentials. The audit committee and the board recommend ratification of their approval by stockholders. At this time, I turn the meeting over to the chairman.

Bob Malone
Chairman of the Board, Peabody

Thank you, Nick. We'll now entertain any questions from stockholders, again, specifically related to the ratification of the company's independent registered public accounting firm. There being no further discussion, this completes the discussion of the items to be voted on at the meeting. I'll now ask the Corporate Secretary to open the polls. It's now 9:14 A.M. Central Time on May 7, 2026, and the polls are now open. Any stockholder who has not yet voted or wishes to change your vote, you may do so by clicking on the voting button on the virtual meeting web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now we'll take a slight pause for voting.

Now that everyone has had the opportunity to vote, I declare the polls for the 2026 Peabody Annual Stockholder Meeting closed at 9:15 A.M. Central Time on May 7th, 2026. We'll now take a break to pause to proceed with the tabulation. Based upon the preliminary report of the Inspector of Elections, it appears that in regard to proposal number one, election of directors, each of the 10 director nominees has received a majority of the vote cast. In accordance with the bylaws of the company, they have been duly elected as directors to hold office until next year's annual meeting or until their successors are duly elected and qualified. In regard to our proposal number two, approval on an advisory basis of our named executive officers' compensation, a majority of the shares present voted in favor of the resolution.

As a result, our stockholders have approved on an advisory basis our named executive officers' compensation as enclosed in our proxy statement. In regard to proposal number three, the approval of the Peabody Energy Corporation 2026 incentive plan, a majority of the shares present voted in favor of the resolution, and as a result, the Peabody Energy Corporation 2026 incentive plan has been approved. In regard to proposal number four, the ratification of Ernst & Young LLP as the company's independent registered public accounting firm, a majority of the shares present voted in favor of the resolution, and as a result, our stockholders have ratified the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.

The Inspector of Elections will execute a report on the official results of the voting that will be filed with the minutes of this meeting. In addition, the official vote count will be announced in a current report on Form 8-K filed with the SEC. You can go to our website at peabodyenergy.com to access this and all of our SEC filings. Seeing that there's no further official business, the business meeting is now adjourned. At this time, I'd like to call on Peabody's President and Chief Executive Officer, Jim Grech, who will make a few remarks on the state of the company.

Jim Grech
President and CEO, Peabody Energy

Thank you, Bob, and good morning to our stockholders joining us today. I appreciate the opportunity to share an update on Peabody's performance in 2025 and discuss our priorities as we move forward in 2026. 2025 was a year of execution, discipline, and progress for Peabody, particularly in the face of sharply lower seaborne coal pricing. Despite a more challenging commodity environment, we delivered solid operational and financial results, strengthened our diversified platform, and preserved balance sheet flexibility. For the year, Peabody generated approximately $3.9 billion in revenue and $455 million in Adjusted EBITDA, while maintaining strong Adjusted EBITDA to capital margins from our core operations. We met or exceeded full year guidance across seven of the eight key operating metrics and continued to generate cash flow to support reinvestment and shareholder returns.

Safety continues to be our first value and the foundation of everything we do. In 2025, we built on our strong safety performance from the prior year, improving 12% and setting our second consecutive record low reportable injury rate. Reinforcing a culture of operational discipline, workforce engagement, and continuous improvement across our global portfolio. Gateway North had zero reportable injuries in 2025, with the CMJV mines in Queensland and the North Complex mines in Wyoming reporting just one injury each. A thank you to our employees who remain committed to focusing on safety every day, making it safer to work in a Peabody mine than it is to work in a grocery store based on reportable incident rates per 200,000 hours worked.

We also advanced initiatives to improve efficiency and environmental performance across our operations, including technology investments, emission reduction projects, and land stewardship. In 2025, we restored twice as many acres as we disturbed and received only one notice of violation, matching last year's record low. A defining milestone for Peabody occurred earlier this year. In February 2026, the Centurion Mine longwall began cutting coal, making a transformational step for our portfolio. Centurion is our flagship mine, delivering premium hard coking coal for 25+ years and further strengthening our metallurgical coal platform. In the United States, supportive policy and market conditions also contributed to stronger performance across our thermal coal portfolio. Higher natural gas prices and growing demand for dispatchable power, driven in part by AI and data center expansion, led to increased coal plant utilization and higher sales volumes.

This was led by approximately 85 million tons of production from our Powder River Basin mines, reinforcing the value of our low-cost U.S. asset base. As we look ahead, our priorities are clear and aligned with long-term value creation. Operate safely, reliably, and efficiently every shift, every site, every hour. Achieve full operational performance at Centurion. Sustain strong margins from our low-cost thermal coal portfolio. Preserve balance sheet strength and grow free cash flow, supporting disciplined capital allocation and shareholder returns. Advance commercial opportunities utilizing Peabody's extensive land and coal resources, including renewable energy development on reclaimed land and the evaluation of rare earth elements and critical mineral opportunities. In closing, I remain confident in Peabody's position and our ability to translate disciplined execution into durable cash flow, resilient performance, and long-term value for our shareholders. Thank you for your continued confidence in Peabody.

Bob Malone
Chairman of the Board, Peabody

Thank you, Jim. At this time, Jim and I will be pleased to open the floor to questions. We'll take stockholder questions that are being entered today on the web portal. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any relevant questions that we do not get to today will be addressed on our company website. I'd like to turn to our virtual platform. We have a shareholder asking a question. Regarding the other U.S. thermal segment, the gap between reserves and mine life is concerning. At Francisco, there are 3 million tons of proven reserves against 9 million in resources. Given the current production rate, is reclamation expected within 18 months? Question. Similarly, the Form 10-K lacks resource data for Twentymile and cites difficult geologic conditions.

Having thinning seams or faulting effectively cap the mine life there and are both assets now officially in a terminal harvest phase. Jim, I'll turn that to you.

Jim Grech
President and CEO, Peabody Energy

Yes. Both assets, one of the questions was on the reclamation and being, underground mines. You know, the majority, unlike a surface mine where reclamation is contiguous to mine, we do have some reclamation ongoing contiguous, but the majority of any reclamation occurs after a mine is closed. The questions about the future of the Francisco mine or the Twentymile Mine, we continuously evaluate the mines and what's the best interest for our shareholders, looking at the cash flows of the mine, the markets that are ahead of them. Those are decisions that we look at on a regular basis and any announcements on their future would be forthcoming when those decisions are made.

Bob Malone
Chairman of the Board, Peabody

Okay. At this time, we have no further questions from shareholders, stockholders. At that point, I'm gonna say, on behalf of all the employees and our directors, I wanna thank you, our stockholders, for joining us today and for your continued support of Peabody. Thank you.

Operator

This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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