Share-based payments (Tables)

12 Months Ended

Dec. 31, 2025

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Peer group companies for TSR comparison

The Peer Group for the 2020 Share Plan was as follows:

Peer group companies for TSR comparison

AngloGold Ashanti Limited

Anglo American Platinum Limited (now known as Valterra Platinum Limited)

Gold Fields Limited

Impala Platinum Holdings Limited

Northam Platinum Limited

Exxaro Resources Limited

Harmony Gold Mining Company Limited

African Rainbow Minerals Limited

The peer companies under the 2021 to 2025 Share Plans and MSR Plan relating to the rTSR performance condition are as follows:

Peer group companies for rTSR comparison

AngloGold Ashanti Limited

Valterra Platinum Limited (previously Anglo American Platinum Limited)

Gold Fields Limited

Impala Platinum Holdings Limited

Northam Platinum Limited

Fresnilo Plc

Harmony Gold Mining Company Limited

Kinross Gold Corporation

Summary of percentile on peer group


TSR element of performance conditions Percentile on peer group TSR curve	% vesting
0%	0%
10%	0%
20%	0%
30%	5%
40%	20%
50%	35%
60%	55%
70%	75%
80%	90%
90%	100%
100%	100%

Summary of return on capital employed


ROCE element of performance condition Annual ROCE	% vesting
≤Ke	0%
Ke + 1%	16.7%
Ke + 2%	33.3%
Ke + 3%	50.0%
Ke + 4%	66.7%
Ke + 5%	83.3%
Ke + 6%	100.0%

Summary of activity of other equity instruments

Awards granted, exercised and forfeited under the 2020 Share Plan


Conditional Share Units				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
12,578,174	83,646	—	Outstanding at beginning of the year	—	—	17,955
			Movement during the year:
(4,765,694)	(80,651)	—	Vested	—	—	(17,955)
(7,728,834)	(2,995)	—	Forfeited	—	—	—
83,646	—	—	Outstanding at end of the year	—	—	—

Awards granted, exercised and forfeited under the 2021 Share Plan


Conditional Share Units				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
3,281,578	2,940,337	68,573	Outstanding at beginning of the year	—	—	—
			Movement during the year:
618	—	55,578	Granted during the year	—	—	—
(45,104)	(2,722,274)	(110,712)	Vested	—	—	—
(296,755)	(149,490)	(13,439)	Forfeited	—	—	—
2,940,337	68,573	—	Outstanding at end of the year	—	—	—

Awards granted, exercised and forfeited under the 2022 Share Plan and the MSR plan


Conditional and matching Share Units1				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
7,196,744	6,897,210	6,750,455	Outstanding at beginning of the year	—	—	670,522
			Movement during the year:
301,388	—	21,614	Granted during the year	—	—	9,783
(21,485)	(84,635)	(5,425,636)	Vested	—	—	(626,241)
(579,437)	(62,120)	(516,214)	Forfeited	—	—	(54,064)
6,897,210	6,750,455	830,219	Outstanding at end of the year	—	—	—

1Includes matching share units under the MSR plan with effect from the March 2022 remuneration cycle

Awards granted, exercised and forfeited under the 2023 Share Plan and the MSR plan


Conditional and matching Share Units1				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
—	8,934,250	8,846,013	Outstanding at beginning of the year	—	1,232,760	—
			Movement during the year:
9,598,092	257,534	362	Granted during the year	—	—	2,722,393
(8,024)	(63,791)	(90,684)	Vested	—	(1,196,886)	(1,269,811)
(655,818)	(281,980)	(928,047)	Forfeited	—	(35,874)	(219,822)
8,934,250	8,846,013	7,827,644	Outstanding at end of the year	—	—	1,232,760

1Includes matching share units under the MSR plan with effect from the March 2023 remuneration cycle

Awards granted, exercised and forfeited under the 2024 Share Plan and the MSR plan


Conditional and Matching Share Units1				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
—	—	13,606,802	Outstanding at beginning of the year	4,685,668	—	—
			Movement during the year:
—	13,817,578	423,321	Granted during the year	—	9,736,035	—
—	—	(32,375)	Vested	(4,305,957)	(4,770,248)	—
—	(210,776)	(1,804,653)	Forfeited	(379,711)	(280,119)	—
—	13,606,802	12,193,095	Outstanding at end of the year	—	4,685,668	—

1Includes matching share units under the MSR plan with effect from the March 2024 remuneration cycle

Awards granted, exercised and forfeited under the 2025 Share Plan and the MSR plan


Conditional and Matching Share Units1				Forfeitable Share Units
2023	2024	2025	Number of units	2025	2024	2023
—	—	—	Outstanding at beginning of the year	—	—	—
			Movement during the year:
—	—	17,278,978	Granted during the year	14,756,085	—	—
—	—	—	Vested	(7,006,155)	—	—
—	—	(969,899)	Forfeited	(833,647)	—	—
—	—	16,309,079	Outstanding at end of the year	6,916,283	—	—

1Includes matching share units under the MSR plan with effect from the March 2025 remuneration cycle

Schedule of directors and prescribed officers' equity-settled instruments

The directors and prescribed officers of Sibanye-Stillwater held the following cash-settled instruments as at 31 December 2025:


	2024	Instruments granted	Cash-settled instruments vested during the year			Instruments forfeited	2025
	Number of instruments	Number of instruments	Number of instruments	Average price	Cash proceeds (rand)¹	Number of instruments	Number of instruments
Executive directors
Richard Stewart	1,188,497	719,936	366,149	30.74	11,254,733	—	1,542,284
Neal Froneman2	3,292,036	1,866,819	1,859,822	21.81	40,561,218	—	3,299,033
Charl Keyter	1,328,571	814,023	613,731	25.17	15,444,673	—	1,528,863
Prescribed officers
Charles Carter	1,854,900	1,261,772	459,884	40.34	18,553,217	—	2,656,788
Mika Seitovirta	982,584	779,712	263,581	44.57	11,746,482	—	1,498,715
Themba Nkosi	796,552	539,652	374,938	30.56	11,458,183	—	961,266
Melanie Naidoo-Vermaak	305,552	563,930	98,443	49.61	4,884,171	—	771,039
Richard Cox3	402,413	416,395	179,512	33.36	5,987,827	—	639,296
Laurent Charbonnier	1,311,129	—	—	—	—	1,311,129	—
Lerato Legong	534,569	522,653	97,108	14.29	1,387,526	960,114	—
Mdu Bhulose	—	27,215	—	—	—	—	27,215
Robert van Niekerk	1,100,374	724,754	352,134	31.91	11,236,405	—	1,472,994

1Amounts represents pre-tax earnings paid to participants. For South African participants, these amounts were calculated by taking the Company’s VWAP share price on

vesting date multiplied by the number of vested units

2Numbers include ADSs and JSE listed shares as a result of the dual service contract

3The balance at 31 December 2024 includes instruments prior to appointment as a prescribed officer on 1 July 2025

Total key management personnel compensation recognised under IFRS Accounting Standards:


Figures in thousands - SA rand	2025	2024	2023
Short-term employee benefits1	172,681	194,057	138,209
Post-employment benefits	10,301	10,072	9,397
Share-based payment	592,064	44,047	34,578
Total	775,046	248,176	182,184

1The amount for 2024 includes termination benefits of R29,590,540 (2023: R3,663,146)

The executive directors and prescribed officers were paid the following remuneration during the year:


Figures in thousands - SA rand	Salary	Cash bonus accrued for 2025 paid in 2026	Accrual of share-based payment benefits	Pension scheme total contributions	Expense allowance and other benefits	2025	2024	2023
Executive directors
Neal Froneman1	12,413	11,740	27,386	1,171	4,467	57,177	50,856	56,334
Richard Stewart2	10,163	9,987	9,101	1,129	—	30,380	20,564	19,947
Charl Keyter	8,002	8,325	11,246	1,143	—	28,716	23,541	25,701
Prescribed officers
Dawie Mostert	—	—	—	—	—	—	—	14,513
Themba Nkosi	5,290	5,583	8,824	868	—	20,565	14,570	14,369
Robert van Niekerk	9,988	11,210	9,704	1,847	473	33,222	23,202	21,856
Laurent Charbonnier3	1,029	—	—	—	14	1,043	43,821	23,548
Lerato Legong	2,178	—	1,388	297	1,124	4,987	14,016	10,760
Mika Seitovirta4	9,646	6,432	4,288	1,841	6,415	28,622	26,654	23,971
Charles Carter5	13,852	10,756	11,299	1,057	1,314	38,278	33,980	24,322
Melanie Naidoo-Vermaak	6,044	5,820	3,880	403	—	16,147	16,496	—
Richard Cox6	3,263	3,179	2,119	362	—	8,923	—	—
Mdu Bhulose7	1,036	938	625	183	2,000	4,782	—	—
Total	82,904	73,970	89,860	10,301	15,807	272,842	267,700	235,321

1Remuneration paid by Stillwater in US dollars was converted at the average exchange rate of R17.88/US$ (2024: R18.32/US$ and 2023: R18.42/US$) for the year ended 31

December 2025. Neal Froneman retired as the Group's CEO and executive director effective 30 September 2025

2Richard Stewart succeeded Neal Froneman as CEO and executive director on 30 September 2025 after appointed as CEO designate and executive director on 1 March

2025

3Remuneration paid in GBP was converted at the average exchange rate of R23.55/GBP (2024:R23.40/GBP and 2023: R22.93/GBP) for the year ended 31 December 2025.

Laurent ceased performing a prescribed officer role on 31 January 2025

4Remuneration paid in Euros was converted at the average exchange rate of R20.17/Euro (2024: R19.82/Euro, 2023: R19.94/Euro) for the year ended 31 December 2025

5Remuneration paid in US dollars converted at the average exchange rate of R17.88/US$ (2024: R18.32/US$, 2023:R18.42/US$)

6Appointed as prescribed officer on 1 July 2025

7Appointed as prescribed officer on 1 October 2025

The non-executive directors were paid the following fees during the year:


Figures in thousands - SA rand	Directors fees	Committee fees	Expense allowance	2025	2024	2023
Timothy Cumming	1,288	1,114	111	2,513	2,594	2,535
Savannah Danson1	—	—	—	—	488	2,229
Harry Kenyon-Slaney	3,688	888	818	5,394	5,432	3,371
Richard Menell	1,244	1,248	171	2,663	2,710	3,610
Nkosemntu Nika2	—	—	—	—	660	1,927
Keith Rayner	1,244	1,660	—	2,904	3,336	2,655
Susan van der Merwe2	—	—	—	—	835	2,037
Jeremiah Vilakazi	1,244	989	—	2,233	2,201	1,994
Vincent Maphai	3,757	460	9	4,226	3,872	3,714
Elaine Dorward-King	1,566	1,864	1,399	4,829	4,201	2,799
Sindiswa Zilwa	1,244	1,034	—	2,278	2,354	2,146
Philipe Boisseau	1,586	1,657	954	4,197	2,490	—
Peter Hancock	1,601	1,697	930	4,228	3,451	—
Terence Nombembe	1,288	1,121	148	2,557	675	—
Lindiwe Mthimunye3	422	169	—	591	—	—
Total	20,172	13,901	4,540	38,613	35,299	29,017

1Resigned as non-executive director on 11 March 2024

2Resigned as non-executive director on 28 May 2024

3Appointed on 26 August 2025

The directors’ and prescribed officers’ (including their associates) direct and indirect share ownership at 31 December 2025 was:


	Number of shares*			%
	2025	2024	2023	2025	2024	2023
Executive directors1
Neal Froneman2	1,829,452	1,829,452	3,284,428	0.06	0.06	0.12
Richard Stewart3	788,771	788,771	788,771	0.03	0.03	0.03
Charl Keyter	1,826,481	1,776,481	1,776,481	0.06	0.06	0.06
Non-executive directors1
Timothy Cumming	20,000	20,000	20,000	—	—	—
Richard Menell	10,125	10,125	10,125	—	—	—
Keith Rayner	78,992	78,992	73,992	—	—	—
Susan van der Merwe	—	—	1,028	—	—	—
Jeremiah Vilakazi	2,000	2,000	4,220	—	—	—
Vincent Maphai	232,813	228,224	228,224	0.01	0.01	0.01
Savannah Danson	—	—	16,519	—	—	—
Harry Kenyon-Slaney4	16,852	16,852	16,852	—	—	—
Total share ownership by directors	4,805,486	4,750,897	6,220,640	0.17	0.14	0.22
Prescribed officers1
Dawie Mostert	—	—	136,302	—	—	—
Themba Nkosi5	251,583	251,583	251,583	0.01	0.01	0.01
Robert van Niekerk	180,000	490,429	490,429	0.01	0.02	0.02
Laurent Charbonnier6	—	151,012	151,012	—	0.01	0.01
Charles Carter7	680,000	680,000	580,000	0.02	0.02	0.02
Melanie Naidoo-Vermaak	146,858	146,858	—	0.01	0.01	—
Total	6,063,927	6,470,779	7,829,966	0.21	0.23	0.28

*This is the shareholding at the reporting date unless otherwise stated

1Share ownership (including shares held by associates) in the Company at the date of this report was unchanged, except for the following directors:

•Charl Keyter - 2,010,300

•Richard Menell - 20,125

•Charles Carter - 720,000

2Neal Froneman and his associates held 388,863 ADSs (2024 and 2023: 388,863), which converted to 1,555,452 (2024 and 2023: 1,555,452) ordinary shares in the Company

at 30 September 2025,which was the last known shareholding at resignation as CEO

3Appointed as CEO and executive director at 1 October 2025

4Harry Kenyon-Slaney and his associates hold 4,213 ADSs at 31 December 2025 (2024 and 2023:4,213) which convert to 16,852 (2024 and 2023: 16,852) ordinary shares in the

Company

5Themba Nkosi and his associates hold 5,300 ADSs at 31 December 2025 (2024 and 2023: 5,300) which convert into 21,200 (2024 and 2023: 21,200) ordinary shares in the

Company

6Laurent Charbonnier and his associates held 37,753 ADSs at 31 December 2024 (2023: 37,753) which converted to 151,012 (2023: 151,012) ordinary shares in the

Company. The ordinary shares held by Laurent and his associates represented the last known shareholding when he ceased performing a prescribed officer role on 31

January 2025

7Charles Carter and his associates hold 170,000 ADSs at 31 December 2025 (2024: 170,000, 2023: 145,000) which convert to 680,000 (2024: 680,000, 2023: 580,000) ordinary

shares in the Company

Inputs to the models for equity instruments granted during the year

Valuation model and inputs

At each reporting date, vesting date and settlement date, the liability for the cash payment relating to the FSUs, CSUs and MSUs awarded is

measured/remeasured at fair value. A Monte Carlo Simulation model is used to value cash-settled share-based payment awards. The

inputs to the valuation model for share awards granted were as follows:


Conditional and Matching Share Units				Forfeitable Share Units
2023	2024	2025	MONTE CARLO SIMULATION	2025	2024	2023
49.47 - 60.64	52.57 - 59.87	58.12 - 62.26	Weighted average historical volatility1 %	n/a	n/a	n/a
2 - 35	2 - 35	2 - 35	Expected term (months)	8	8	8
0 - 4.44	0 - 3.24	0 - 4.16	Expected dividend yield (US/SA) %	1.66/0.99	5.95/0.29	2.98/2.81
7.67 - 8.30	7.30 - 7.68	6.30 - 6.67	Risk-free interest rate (US/SA) %	3.45/6.54	4.15/7.44	2.22/8.17
R24.90	R14.98	R60.50	Weighted average share price (ADSs/JSE)	US$14.25/R60.50	US$3.30/R14.98	US$5.43/R24.9
15.45	8.60	49.27	Weighted average fair value (SA rand)	67.98	16.00	29.51

1Based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option

Reconciliation of the share-based payment obligations

Cash-settled share-based payment obligations amounting to R905 million (2024: R631 million and 2023: R1,481 million) relating to the

Marikana Trusts are eliminated upon consolidation.

Marikana’s obligation to pay dividends to the Phembani Group through an intermediate company holding structure, is recognised as a

cash-settled share-based payment liability measured at fair value. Changes in fair value is recognised in profit or loss.

The following assumptions were applied in the 31 December 2025 calculation:


		2025	2024	2023
Long-term PGM (4E) basket price	R/4Eoz	27,404	26,380	28,656
Real discount rate — South Africa	%	12.4	15.7	15.7% - 15.8%
Inflation rate — South Africa	%	3.5	5.0	6.0
Life-of-mine	years	15 - 45	17 - 45	17 - 47

The following table shows a reconciliation of the total cash-settled share-based payment obligation of the Group for the year ended 31

December 2025:


Figures in million – SA rand	Notes	2025	2024	2023
Reconciliation of the cash-settled share-based payment obligations
Balance at beginning of the year		1,807	3,150	5,275
Share-based payment obligation on acquisition of subsidiary		—	—	31
Derecognition with deemed disposal of interest in joint operation		—	—	(15)
Cash-settled share-based payments expense1		2,074	224	77
Cash-settled share-based payments expense capitalised		4	—	—
Fair value loss/(gain) on obligations2	7	420	(814)	(1,589)
Cash-settled share-based payments paid3		(649)	(751)	(637)
Foreign currency translation		(17)	(2)	8
Balance at end of the year		3,639	1,807	3,150
Reconciliation of the cash-settled share-based payment obligations in the Group
Cash-settled share-based payment — Rustenburg B-BBEE transaction		1,453	1,286	2,466
Cash-settled share-based payment — Marikana B-BBEE transaction		494	241	415
Cash-settled share-based payment — Employee incentive schemes		1,692	280	269
Balance at end of the year		3,639	1,807	3,150
Current portion of cash-settled share-based payment obligations		(935)	(121)	(432)
Non-current portion of cash-settled share-based payment obligations		2,704	1,686	2,718

1Included in the amount is a cash-settled share-based payment expense for the year ended 31 December 2025 relating to the 2021 to 2025 and MSR Share Plans

amounting to R2,074 million (2024: R224 million relating to the 2020 to 2024 and MSR Share Plans, 2023: R88 million relating to the 2020 to 2023 and MSR Share Plans)

2The fair value loss relates to the Rustenburg and Marikana B-BBEE transactions amounting to a loss of R167 million (2024: gain of R649 million, 2023: gain of R346 million) and

a loss of R253 million (2024: gain of R165 million, 2023: gain of R1,243 million), respectively, and is included in the loss/gain on financial instruments in profit or loss

3Payments made during the year relate to vesting of cash-settled awards to employees and payments made on the Rustenburg and Marikana B-BBEE transactions

Expenses from share based payment arrangements

Share based payment expenses for the year consisted of the following:


Figures in million – SA rand	Notes	2025	2024	2023
Sibanye-Stillwater 2020 to 2025 Share Plans (cash-settled scheme)	6.1	(2,074)	(224)	(88)
DRDGOLD (equity-settled scheme)	6.2	(40)	(27)	(25)
Total share-based payment expense		(2,114)	(251)	(113)
Reconciliation of the cash-settled and equity-settled share-based payment expense:
Cash-settled share-based payment expense1		(2,074)	(224)	(88)
Equity-settled share-based payment expense		(40)	(27)	(25)
Total share-based payment expense		(2,114)	(251)	(113)

1Included in the cash-settled share-based payment expense for the year ended 31 December 2025 is the grant date fair value portion of the expense amounting to

R327 million (2024: R558 million, 2023: R372 million) and fair value loss after grant date of R1,746 million (2024: gains of R341 million, 2023: gains of R293 million) relating to the

2020 to 2025 Share Plans and MSR Share Plans