Amendment to Beneficial Ownership Report - Form SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Peabody Energy Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

704551100

(CUSIP Number)

Logan Moncrief

Thomist Capital Management, LP

3773 Richmond Ave., Suite 777

Houston, TX 77046

(832) 678-2412

with a copy to:

Jason M. Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street, Suite 1800

Dallas, Texas 75201

(214) 969-2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 3 TO SCHEDULE 13D

The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the Reporting Persons on August 20, 2024, as amended by Amendment No. 1 filed on September 24, 2024 and Amendment No. 2 filed on October 16, 2024. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and restated in its entirety to read as follows:

The Fund used approximately $30,859,335 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock held by it reported in this Schedule 13D. The Managed Accounts used approximately $27,315,857 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock held by the Managed Accounts reported in this Schedule 13D.

The source of the funds used to acquire the shares of Common Stock reported herein was the working capital of the Fund and the Managed Accounts, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) - (b) The responses of the Reporting Persons to Items (7) through (11) and (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Manager, the GP and Mr. Kuzma beneficially own an aggregate of 2,488,201 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, the GP and Mr. Kuzma, and which represent approximately 2.0% of the outstanding Common Stock. As of the date hereof, the Fund beneficially owns an aggregate of 1,298,375 shares of Common Stock, and which represent approximately 1.1% of the outstanding Common Stock. All percentages set forth herein are based on 121.5 million shares of common stock of the Issuer outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.

The Fund and the Managed Accounts have delegated to Manager voting and investment power over the securities held directly by the Funds and the Managed Accounts. As a result, each of the Manager, the GP, as the general partner of Manager, and Mr. Kuzma, as Managing Member of the GP, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Fund and the Managed Accounts.

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons on behalf of the Fund and the Managed Accounts since the most recent filing of Schedule 13D is set forth in Schedule I hereto and is incorporated herein by reference.

(d) Not applicable.

(e) On October 31, 2024, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer's Common Shares.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 13, 2024

Schedule I

TRANSACTIONS IN SHARES OF COMMON STOCK BY THE REPORTING PERSONS

The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons (on behalf of the Funds) since the most recent filing of Schedule 13D. All such transactions were sales of shares of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.