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): October 314, 2025

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-16463

13-4004153

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

701 Market Street,

St. Louis,

Missouri

63101-1826

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BTU	New 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 75.~~01.~~03 ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2025, the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company”) oramended and restated the Company’s Second Amended and Restated By-laws (as amended, the “~~Peabody~~Amended and Restated By-laws”). ~~confirmed~~The ~~today~~Amended ~~that~~and ~~Anglo~~Restated ~~American~~By-laws ~~Plc~~became ~~has~~effective ~~initiated~~as ~~arbitration~~of ~~proceedings~~October in14, ~~response~~2025. Among other changes, the Amended and Restated By-laws were revised to (i) address certain procedures and disclosure requirements for the ~~termination~~nomination of ~~purchase~~directors ~~agreements~~and ~~relating~~submission toof ~~Anglo’s~~proposals ~~steelmaking~~for ~~coal~~consideration ~~assets.~~at ~~Peabody~~meetings ~~remains~~of ~~confident~~stockholders, ~~that~~including the addition of a ~~material~~requirement ~~adverse~~that ~~change~~any ~~occurred,~~nominee ~~entitling~~makes ~~Peabody~~himself or herself available to ~~terminate~~be interviewed by the ~~purchase~~Board; ~~agreements.~~(ii) ~~Following~~address ~~termination,~~certain ~~Anglo~~disclosure ~~has~~and ~~returned~~notice ~~$29~~requirements ~~million~~for submission of ~~the~~matters ~~$75~~for ~~million~~consideration ~~deposit~~at ~~due~~special tomeetings ~~Peabody~~of stockholders, and ~~Peabody~~clarify ~~has~~that ~~demanded~~the Board may submit matters for proposal at special meetings; (iii) establish certain procedures for the ~~outstanding~~organization ~~portion~~and toconduct beof ~~returned~~meetings ~~without~~of ~~further~~the ~~delay~~Company’s stockholders, including that the Chairman of the Board act as chairman for such meetings; and (iv) add a severability provision.

The ~~information~~Amended ~~set forth in~~ and ~~incorporated~~Restated ~~into~~By-laws ~~this~~make ~~Item~~clarifications, ~~7.01~~updates ofand ~~this~~other ~~Current Report on Form 8~~non-Ksubstantive ~~is being furnished pursuant to Item 7~~changes.01 ofThe ~~Form~~foregoing ~~8-K~~description ~~and shall not be deemed “filed” for purposes~~ of ~~Section~~the 18amendments ofto the ~~Securities~~Amended ~~Exchange~~and ~~Act~~Restated ofBy-laws ~~1934,~~does asnot ~~amended~~purport ~~(the “Exchange Act”), or otherwise subject~~ to ~~the~~be ~~liabilities~~complete ofand ~~that~~is ~~section,~~qualified ~~nor~~in ~~shall~~its itentirety ~~be deemed incorporated~~ by reference ~~into~~to ~~any of~~ the ~~Company’s~~complete ~~filings~~text ~~under the Securities Act~~ of ~~1933, as amended, or~~ the ~~Exchange~~Amended ~~Act, whether made before or after the date hereof~~ and ~~regardless~~Restated ~~of any general incorporation language in such filings~~By-laws, ~~except to the extent expressly set forth by specific reference in such~~ a ~~filing.~~copy ~~The filing~~ of ~~this~~which ~~Item~~is ~~7.01~~filed ofherewith ~~this Current Report on Form 8-K shall not be deemed an admission~~ as toExhibit ~~the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD~~3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
3.1			Third Amended and Restated By-laws of Peabody Energy Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
October 3, 2025			By: /s/ Scott T. Jarboe
October 17, 2025			By: /s/ Scott T. Jarboe
			Name: Scott T. Jarboe
			Title: Chief Administrative Officer and Corporate Secretary

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