Item 3.02. Unregistered Sales of Equity Securities.

On November 4, 2021, Peabody Energy Corporation (the "Company") entered into an exchange agreement with certain holders of the Company's 8.500% Senior Secured Notes due 2024 (the "2024 Notes"), pursuant to which those holders agreed to exchange up to $4,174,600 aggregate principal amount of the 2024 Notes, subject to certain market and pricing conditions, for shares of the Company's common stock, par value $0.01 per share ("Common Stock"). Pursuant to that exchange agreement, as of December 9, 2021, the Company issued 340,000 shares of Common Stock to such holders of the 2024 Notes in exchange for $4,121,000 aggregate principal amount of the 2024 Notes. The issuances of shares of Common Stock in exchange for the 2024 Notes were made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933 (the "Securities Act") on the basis that the exchange constitutes an exchange with existing securityholders of the Company and no commission or other remuneration was paid or given for soliciting the exchange.

On December 1, 2021 and December 9, 2021, the Company entered into exchange agreements with certain holders of the Company's 6.375% Senior Secured Notes due 2025 (the "2025 Notes"), pursuant to which those holders agreed to exchange up to $23,500,000 aggregate principal amount of the 2025 Notes, subject to certain market and pricing conditions, for shares of Common Stock. Pursuant to that exchange agreements, as of December 9, 2021, the Company has issued or committed to issue up to 1,673,391 shares of Common Stock to such holders of the 2025 Notes in exchange for up to $17,722,000 principal amount of the 2025 Notes. The issuances of shares of Common Stock in exchange for the 2025 Notes were made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act on the basis that the exchange constitutes an exchange with existing securityholders of the Company and no commission or other remuneration was paid or given for soliciting the exchange.




Item 5.02.          Departure of Directors or Certain Officers; Election of Directors;
                    Appointment of Certain Officers; Compensatory Arrangements of Certain
                    Officers.

On December 6, 2021, Darren R. Yeates resigned from the Board of Directors (the "Board") of Peabody Energy Corporation (the "Company"), effective immediately. Mr. Yeates will continue serving as the Company's Executive Vice President and Chief Operating Officer. Mr. Yeates' decision to resign was amicable and not the result of any dispute or disagreement with the Company, the Company's management or the Board on any matter relating to the operations, policies or practices of the Company.

"On behalf of the Board of Directors, I would like to thank Darren for his contributions as a Director of the Company. We look forward to continuing our work with Darren in his current role as Executive Vice President and Chief Operating Officer of the Company," said Chairman Bob Malone.

On December 9, 2021, Peabody Energy Australia Coal Pty Ltd, a wholly-owned subsidiary of the Company, entered into a Variation of Employment Contract (the "Amendment") to the Employment Agreement dated October 22, 2020, as previously amended, with Mr. Yeates. The Amendment removes the requirement for Mr. Yeates to relocate to the Company's headquarters in St. Louis, Missouri, USA at the earliest opportunity, but not later than April 12, 2022.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference.




Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.             Description of Exhibit
                          Variation of Employment Contract, dated December     9    , 2021,
10.1                    between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates.
                        Cover Page Interactive Data File (embedded within the Inline XBRL
104                     document).



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