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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): March 7, 2025

PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware1-1646313-4004153
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
701 Market Street,St. Louis,Missouri63101-1826
(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)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBTUNew 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 8.01. Other Events.

On March 7, 2025, Peabody Energy Corporation (the “Company”) delivered to Wilmington Trust, National Association, in its capacity as trustee, a Notice of Conversion Rate Adjustment (the “Notice”), which the trustee will deliver to holders of the Company’s 3.250% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”). As previously announced, a quarterly cash dividend payment of $0.075 per share on the Company’s common stock, $0.01 par value per share, is scheduled to be paid on March 11, 2025 (the “Q1 2025 Dividend”). As a result, effective February 19, 2025, the ex-dividend date of the Q1 2025 Dividend, the conversion rate was increased to 51.7762 shares of the Company’s common stock per $1,000 principal amount of 2028 Convertible Notes. The foregoing summary is qualified in its entirety by reference to the text of the Notice, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description of Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


2

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
March 7, 2025By: /s/ Scott T. Jarboe
Name: Scott T. Jarboe
Title: Chief Administrative Officer and Corporate Secretary
3
Exhibit 99.1
NOTICE OF CONVERSION RATE ADJUSTMENT
TO HOLDERS OF
ANY AND ALL OUTSTANDING
3.250% CONVERTIBLE SENIOR NOTES DUE 2028
OF
Peabody Energy Corporation
WITH CUSIP NUMBER 704551 AD2*

Pursuant to Section 5.05(K) of the Indenture, dated as of March 1, 2022 (the “Indenture”), between Peabody Energy Corporation, as Issuer (the “Company”), and Wilmington Trust, National Association, as Trustee, governing the issuance of the 3.250% Convertible Senior Notes due 2028 of the Company with CUSIP number 704551 AD2 (the “Notes”), the Company is hereby delivering this notice to all holders of the Notes. This notice is being given to inform you of an adjustment to the Conversion Rate (as defined in the Indenture).

As previously announced, the Company’s board of directors declared a quarterly cash dividend payment of $0.075 per share on the Company’s common stock, $0.01 par value per share (the “Common Stock”), which is scheduled to be paid on March 11, 2025 (the “Q1 2025 Dividend”). The Company previously declared a dividend of $0.075 per share paid on December 4, 2024 to stockholders of record as of November 14, 2024, a dividend of $0.075 per share paid on September 4, 2024 to stockholders of record as of August 15, 2024 and a dividend of $0.075 per share paid on June 5, 2024 to stockholders of record as of May 16, 2024 (collectively, with the Q1 2025 Dividend, the “dividends”). The Conversion Rate (as defined in the Indenture) relating to the Notes, previously equal to 51.0440 shares of Common Stock per $1,000 principal amount of Notes, was increased to 51.7762 shares of Common Stock per $1,000 principal amount of Notes in accordance with Sections 5.05(A)(iv) and 5.05(C) of the Indenture as a result of the declaration of the dividends referred to above. The adjustment to the Conversion Rate was effective immediately after 9:00 a.m., New York City time, on February 19, 2025, the ex-dividend date for the Q1 2025 Dividend. The change in the Conversion Rate effective as of February 19, 2025 constituted an increase of at least 1% of the Conversion Rate of 51.0440 shares of Common Stock per $1,000 principal amount of Notes in effect immediately prior to the adjustment resulting from the declaration of the dividends described above.

If the Q1 2025 Dividend is not paid, the Conversion Rate shall be decreased, effective as of the date the Company’s board of directors determines not to pay such dividend, to the Conversion Rate that would then be in effect if such dividend had not been declared.

If you have any questions, please contact Investor Relations at 314-342-7900.

By: PEABODY ENERGY CORPORATION



Dated: March 7, 2025

* The CUSIP number listed above is for information purposes only. Neither the Company nor the Trustee shall be responsible for the selection or use of the CUSIP number, nor is any representation made to the correctness or accuracy of the CUSIP number, if any, listed in any notice or printed on the Notes.

v3.25.0.1
Cover Page
Mar. 07, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 07, 2025
Entity Registrant Name PEABODY ENERGY CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 1-16463
Entity Tax Identification Number 13-4004153
Entity Address, Address Line One 701 Market Street,
Entity Address, City or Town St. Louis,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63101-1826
City Area Code (314)
Local Phone Number 342-3400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol BTU
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001064728
Amendment Flag false
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