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What changed in Core Natural Resources, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Core Natural Resources, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+727 added−773 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-20)

Top changes in Core Natural Resources, Inc.'s 2025 10-K

727 paragraphs added · 773 removed · 514 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

229 edited+93 added−133 removed60 unchanged
Biggest changeITMANN MINING COMPLEX - NON-MATERIAL RESERVES Recoverable Coal Reserves as of December 31, 2024 and 2023 Moisture Free Quality (%) Recoverable Coal Reserves (As-Received) Owned (%) Leased%) Tons in Millions Mine/Reserve Reserve Class Sulfur Ash Vol Proven Probable 2024 Total 2023 Total Itmann Mining Complex Itmann No. 5 Permitted 0.97 8.4 18.5 — % 100 % 3.0 0.9 3.9 4.3 Itmann No. 5 Unpermitted 0.98 7.0 19.4 9 % 91 % 12.2 11.4 23.6 23.7 Tug Fork N/A — — — — % — % — — — 0.4 Total Recoverable Coal Reserves 15.2 12.3 27.5 28.4 Other Properties - Non-Material Reserves and Resources as of December 31, 2024 The Company also holds other greenfield recoverable coal reserves and coal resources located in NAPP, CAPP and ILB, which are not deemed individually material and had an estimated 1,341.8 million tons of recoverable coal reserves and coal resources.
Biggest changeThe mine is in its reclamation phase and is scheduled to cease production by 2030. 20 Table of Contents The following table sets forth additional information regarding the non-material recoverable reserves and non-material raw, in situ resources at our other active operations (tons in millions): Recoverable Coal Reserves (As-Received) Reserve Class Moisture-Free Quality (%) Owned (%) Leased (%) 12/31/2025 12/31/2024 Mine/Reserve Sulfur Ash Vol Proven Probable Total Total Itmann Mine Itmann No. 5 Permitted 0.97 7.19 19.3 8% 92% 15.4 11.7 27.1 3.9 Unpermitted — — — —% —% — — — 23.6 Beckley Mine Beckley Permitted 1.00 6.17 18.0 —% 100% 20.2 2.1 22.3 — Unpermitted 0.79 5.44 18.9 —% 100% 0.1 0.2 0.3 — Mountain Laurel Mine Mountain Laurel Permitted 0.86 5.96 34.8 47% 53% 11.2 4.1 15.3 — Unpermitted 0.85 5.70 34.6 —% 100% 0.7 0.3 1.0 — Recoverable Coal Reserves (As-Received) Reserve Class As-Received Quality (%) Owned (%) Leased (%) 12/31/2025 12/31/2024 Mine/Reserve Sulfur Ash SO2 Proven Probable Total Total West Elk Mine West Elk Permitted 0.59 10.05 1.0 —% 100% 29.8 1.7 31.5 — Raw, In Situ Coal Resources (As-Received) Resource Class As-Received Quality (%) Owned (%) Leased (%) 12/31/2025 12/31/2024 Mine/Resource Sulfur Ash SO2 Proven Probable Total Total Coal Creek Surface Mine Coal Creek Permitted 0.35 6.14 0.9 —% 100% 102.6 0.6 103.2 — Unpermitted 0.33 6.03 0.8 —% 100% 20.6 0.5 21.1 — Other Properties - Non-Material Resources as of December 31, 2025 The Company also holds other greenfield raw, in situ coal resources located in NAPP, the Central Appalachian Basin (“CAPP”), the Illinois Basin (“ILB”) and the PRB, which are not deemed individually material and had an estimated 3,400.9 million tons of raw, in situ resources.
We can sustain high production volumes at comparatively low operating costs due to, among other things, our technologically advanced longwall mining systems, logistics infrastructure and safety. All our mines at the PAMC utilize longwall mining, which is a highly automated underground mining technique that produces large volumes of coal at lower costs compared to other underground mining methods.
We can sustain high production volumes at comparatively low operating costs due to, among other things, our technologically-advanced longwall mining systems, logistics infrastructure and safety. All mines at the PAMC utilize longwall mining, which is a highly-automated underground mining technique that produces large volumes of coal at lower costs compared to other underground mining methods.
Any failure to maintain, or our inability to acquire, surety bonds required by state and federal laws or the related collateral required by bond issuers, could have a material adverse effect on our ability to produce coal, adversely affecting our business, financial condition, liquidity, results of operations and cash flows.
Any failure to maintain, or our inability to acquire, surety bonds required by federal and state laws or the related collateral required by bond issuers could have a material adverse effect on our ability to produce coal, adversely affecting our business, financial condition, liquidity, results of operations and cash flows.
We will make available, free of charge, on this website our future annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are available, electronically filed with, or furnished to the SEC, and are also available at the SEC’s website, www.sec.gov.
We will make available, free of charge, on this website our future annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are available, electronically filed with, or furnished to the SEC, and are also available on the SEC’s website, www.sec.gov.
The Merger furthers this vision by combining best-in-sector metallurgical and thermal coal operating platforms anchored by high-quality, low-cost, long-lived longwall coal-mining assets. Following the Merger, the Company has broad and diverse assets that produce coal with qualities and blends capable of serving multiple growth markets and geographies.
The Merger furthers this vision by combining best-in-sector metallurgical and thermal coal operating platforms anchored by high-quality, low-cost, long-lived longwall coal-mining assets. The Company has broad and diverse assets that produce coal with qualities and blends capable of serving multiple growth markets and geographies.
Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator's projected black lung liabilities. The rule became effective on January 13, 2025, and operators are required to remit the increased security amount within one year.
Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year.
Accordingly, revisions to the 2015 ELG rule were published in October 2020 (“Reconsideration Rule”) and established a voluntary incentive program which provides power plants until December 31, 2028 to (i) retire or (ii) implement changes required to achieve compliance with stringent effluent limits and standards.
Revisions to the 2015 ELG rule were published in October 2020 (“Reconsideration Rule”) and established a voluntary incentive program which provides power plants until December 31, 2028 to (i) retire or (ii) implement changes required to achieve compliance with stringent effluent limits and standards.
Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities, and strong thermoplastic properties that enable it to be used in metallurgical, industrial and power generation applications.
Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities and strong thermoplastic properties that enable it to be used in metallurgical, industrial and electric power generation applications.
Similarly, prior to the Merger, Arch marketed its metallurgical and thermal coal to domestic and foreign steel producers, domestic and foreign power generators, and other industrial facilities. For the year ended December 31, 2024, Arch derived approximately 16% of its total coal revenues from sales to its three largest customers.
Similarly, prior to the Merger, Arch marketed its metallurgical and thermal coal to domestic and foreign steel producers, domestic and foreign electric power generators, and other industrial facilities. For the year ended December 31, 2024, Arch derived approximately 16% of its total coal revenues from sales to its three largest customers.
The Company maintains all control of coal core samples, up to the point that samples are handed over to the lab performing testing. Once logging and sampling is complete, the sampled coal core intervals are transported to the Company’s headquarters by exploration personnel, at which time they are handed over to quality personnel.
The Company maintains all control of coal core samples up to the point that samples are handed over to the lab performing testing. Once logging and sampling are complete, the sampled coal core intervals are transported to the Company’s headquarters by exploration personnel, at which time they are handed over to quality personnel.
In addition, CAA programs such as Maximum Achievable Control Technology (“MACT”) emission limits for Hazardous Air Pollutants, the Regional Haze Program, New Source Review permitting requirements and other federal rulemakings may directly or indirectly affect our operations.
In addition, CAA programs such as Maximum Achievable Control Technology (“MACT”) emission limits for Hazardous Air Pollutants (“HAPs”), the Regional Haze Program, New Source Review permitting requirements and other federal rulemakings may directly or indirectly affect our operations.
Adverse weather conditions, such as blizzards or floods, can impact our ability to transport coal over our overland conveyor systems and to transport our coal by rail. Competition The coal industry is highly competitive, with numerous producers selling into all markets that use coal.
Adverse weather conditions, such as blizzards or floods, can impact our ability to transport coal with our overland conveyor systems and by rail. Competition The coal industry is highly competitive, with numerous producers selling into all markets that use coal.
All assigned reserves have their required permits or governmental approvals, or there is a high probability that these approvals will be secured. In addition, our mines and mining complexes may have access to additional reserves that have not yet been assigned.
All assigned reserves either have their required permits or governmental approvals or there is a high probability that these approvals will be secured. In addition, our mines and mining complexes may have access to additional reserves that have not yet been assigned.
The Company intends to make annual contributions of $2 million until the cash balance of the fund equals 100% of the present value of future operation, maintenance and recapitalization costs for the treatment systems, currently estimated to be $74.2 million.
The Company intends to make annual contributions of $2 million until the cash balance of the fund equals 100% of the present value of future operation, maintenance and recapitalization costs for the treatment systems, currently estimated to be $74.8 million.
Similarly, imbalances in global supply and demand for energy fuels can cause substantial variability in pricing in the export markets we serve, which include industrial, metallurgical and power generation applications.
Similarly, imbalances in global supply and demand for energy fuels can cause substantial variability in pricing in the export markets we serve, which include industrial, metallurgical and electric power generation applications.
Demand for coal and the prices that we will be able to obtain for our coal are closely linked to coal consumption patterns of international coal consumers and the domestic electric generation industry.
Demand for coal and the prices that we will be able to obtain for our coal are closely linked to coal consumption patterns of international coal consumers and the domestic electric power generation industry.
The Itmann No. 5 Mine is located in Wyoming County, West Virginia, approximately 2.5 miles northwest of the town of Itmann at approximately 37°35’23.65” N latitude and 81°27’14.43” W longitude. The Company controls approximately 20,224 contiguous acres of mining rights (comprising 270 tracts), by ownership or lease, to the Pocahontas 3 seam (P3) and the Pocahontas 4 seam (P4).
The Itmann No. 5 Mine is located in Wyoming County, West Virginia, approximately 2.5 miles northwest of the town of Itmann at approximately 37°35’23.65” N latitude and 81°27’14.43” W longitude. The Company controls approximately 20,200 contiguous acres of mining rights (comprising 270 tracts), by ownership or lease, to the Pocahontas 3 seam (P3) and the Pocahontas 4 seam (P4).
The prices we are able to achieve in these export markets depend on a number of factors, including: (i) the supply-demand balance of seaborne thermal coal, specifically high calorific value coals, (ii) the supply-demand balance of seaborne metallurgical coal, (iii) prices for other competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal, (iv) prices for other competing sources of energy used for electricity generation, such as natural gas, (v) prices for other export coals that compete in these same markets, and (vi) pricing under our longer-term contracts, which may have been entered into under different market conditions.
The prices we are able to achieve in these export markets depend on a number of factors, including (i) the supply-demand balance of seaborne thermal coal, specifically high calorific value coals, (ii) the supply-demand balance of seaborne metallurgical coal, (iii) prices for other competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal, (iv) prices for other competing sources of energy used for electric power generation, such as natural gas, (v) prices for other export coals that compete in these same markets and (vi) pricing under our longer-term contracts, which may have been entered into under different market conditions.
The Company controls approximately 179,028 acres of mineral and/or surface rights as a complex collection of owned and/or leased tracts that range from less than an acre to several hundred acres in size covered by various coal deeds and coal lease agreements. Lease terms generally extend until all the coal is removed from the subject tract.
The Company controls approximately 179,000 acres of mineral and surface rights as a complex collection of owned or leased tracts that range from less than an acre to several hundred acres in size covered by various coal deeds and coal lease agreements. Lease terms generally extend until all the coal is removed from the subject tract.
The Pennsylvania Mining Complex is located approximately 26 miles southwest of Pittsburgh, near the city of Washington and the borough of Waynesburg, all in Pennsylvania, and consists of three deep longwall mining operations - the Bailey Mine, the Enlow Fork Mine and the Harvey Mine - as well as a centralized preparation plant located at approximately 39°58’23.7” N latitude and 80°24’43.6” W longitude.
The PAMC is located approximately 26 miles southwest of Pittsburgh, near the city of Washington and the borough of Waynesburg, all in Pennsylvania, and consists of three deep longwall mining operations - the Bailey Mine, the Enlow Fork Mine and the Harvey Mine - as well as a centralized preparation plant located at approximately 39°58’23.7” N latitude and 80°24’43.6” W longitude.
To that end, we intend to regularly and rigorously evaluate opportunities both for organic growth and for acquisitions, joint ventures and other business arrangements that complement our operations. For example, we are actively engaged in continuous improvement or research and development projects to improve the productivity of our mining operations through the use of technology, automation, data visualization and analytics.
To that end, we intend to evaluate opportunities both for organic growth and for acquisitions, joint ventures and other business arrangements that complement our operations. For example, we are actively engaged in continuous improvement or research and development projects to improve the productivity of our mining operations through the use of technology, automation, data visualization and analytics.
Independent of regulation, the United Nations Framework Convention on Climate Change (“UNFCCC”) seeks to establish binding GHG emission reduction requirements for developed countries.
Independent of regulation, the United Nations Framework Convention on Climate Change (“UNFCCC”) seeks to establish GHG emission reduction requirements for developed countries.
The Company’s recoverable coal reserves are proven and probable reserves that could be economically and legally extracted or produced at the time of the reserve determination, considering all material modifying factors. These estimates are periodically updated to reflect past coal production, updated mine plans, new exploration information, and other geologic or mining data.
The Company’s recoverable coal reserves are proven and probable reserves that could be economically and legally extracted or produced at the time of the reserve determination, considering all material modifying factors. These estimates are periodically updated to reflect past coal production, updated mine plans, new exploration information and other geological or mining data.
Permits generally require that the Company post a performance bond in an amount established by the regulatory program to: (1) provide assurance that any disturbance or liability created during mining operation is properly mitigated, and (2) assure that all regulation requirements of the permit are fully satisfied.
Permits generally require that the Company post a performance bond in an amount established by the regulatory program to (1) provide assurance that any disturbance or liability created during mining operation is properly mitigated and (2) assure that all regulation requirements of the permit are fully satisfied. Bailey Mine.
Where applicable, royalty rates typically range from 3% to 8% of the gross sales price of the coal. The Company maintains the right to mine and remove almost all of the Pittsburgh Seam within the PAMC boundaries. As part of the PAMC, the Company controls surface rights to approximately 24,092 acres through fee simple ownership.
Where applicable, royalty rates typically range from 3% to 8% of the gross sales price of the coal. The Company maintains the right to mine and remove almost all of the Pittsburgh Seam within the PAMC boundaries. As part of the PAMC, the Company controls surface rights to approximately 24,100 acres through fee simple ownership.
Force majeure events include, but are not limited to, unexpected significant geological conditions or natural disasters. Depending on the language in the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to twelve months.
Force majeure events include, but are not limited to, unexpected significant geological conditions or natural disasters. Depending on the language in the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to 12 months.
For EGUs that will cease operations by January 1, 2039, the rule requires compliance with a numeric emission rate based on 40 percent co-firing natural gas with coal on or before January 1, 2030. Coal-fired EGUs planning to permanently cease operations before January 1, 2032 will not be subject to emissions guidelines.
For coal-fired EGUs that will cease operations by January 1, 2039, the rule requires compliance with a numeric emission rate based on 40% co-firing natural gas with coal on or before January 1, 2030. Coal-fired EGUs planning to permanently cease operations before January 1, 2032 would not be subject to emissions guidelines.
The Company maintains written field and exploration guidelines that cover standard procedures, including site safety, mapping, and how to select proper drilling equipment, record accurate and detailed geological logs, perform coal sampling, supervise geophysical logging, and plug drill holes once work was complete.
The Company maintains written field and exploration guidelines that cover standard procedures, including site safety, mapping and how to select proper drilling equipment, record accurate and detailed geological logs, perform coal sampling, supervise geophysical logging and plug drill holes once work is complete.
The federal Endangered Species Act (“ESA”) and other related federal and state statutes protect species that have been classified as endangered or threatened with possible extinction, or other protective designations. A number of species native to our operating areas are protected under the ESA or other related laws and regulations.
The U.S. federal Endangered Species Act (“ESA”) and other related federal and state statutes protect species that have been classified as endangered, threatened with possible extinction or other protective designations. A number of species native to our operating areas are protected under the ESA or other related laws and regulations.
This additional processing revenue provides an avenue of growth for the Company. Terminals Our ownership interests in two East Coast terminals are described below: • CONSOL Marine Terminal : Through our wholly-owned subsidiary, CONSOL Marine Terminals LLC, we provide coal export terminal services through the Port of Baltimore.
This additional processing revenue provides an avenue of growth for the Company. Terminals Our ownership interests in two East Coast terminals are described below: • Core Marine Terminal : Through our wholly-owned subsidiary, Core Marine Terminals LLC, we provide coal export terminal services through the Port of Baltimore.
In January 2023, the Office of Workers' Compensation Programs (“OWCP”) issued a Notice of Proposed Rulemaking to update its regulations authorizing coal producers to self-insure and for determining appropriate security amounts, and that it plans to solicit public comments for that proposal.
In January 2023, the DOL’s Office of Workers’ Compensation Programs (“OWCP”) issued a Notice of Proposed Rulemaking to update its regulations authorizing coal producers to self-insure and for determining appropriate security amounts and announced that it plans to solicit public comments for that proposal.
Related to the PM NAAQS, the EPA published a final rule lowering the standard for fine particulate matter (“PM 2.5 ”) which became effective in May 2024, but is subject to ongoing litigation in the D.C. Circuit Court of Appeals.
Related to the PM NAAQS, the EPA published a final rule lowering the standard for fine particulate matter (“PM 2.5 ”), which became effective in May 2024 and is subject to ongoing litigation in the D.C. Circuit Court of Appeals.
Additionally, in October 2024, the Company and the Pennsylvania Department of Environmental Protection (“PADEP”) finalized agreements to form a Global Water Treatment Trust Fund, providing an approved alternative financial assurance mechanism for 22 legacy mine water treatment systems (“treatment systems”) in Pennsylvania.
Additionally, in October 2024, the Company and the Pennsylvania Department of Environmental Protection (“PADEP”) finalized agreements to form a Global Water Treatment Trust Fund, providing an approved alternative financial assurance mechanism for 22 legacy mine water treatment systems in Pennsylvania.
We are able to transport coal from the PAMC to our customers through an extensive logistical network, which is directly served by both the Norfolk Southern and CSX railroads, coupled with the operational synergies afforded by the CONSOL Marine Terminal.
We are able to transport coal from the PAMC to our customers through an extensive logistical network, which is directly served by both the Norfolk Southern and CSX railroads, coupled with the operational synergies afforded by the Core Marine Terminal.
Our management and operating teams have (i) significant expertise owning, developing and managing complex thermal and metallurgical coal mining operations, (ii) valuable relationships with customers, railroads and other participants across the coal industry, (iii) technical wherewithal and demonstrated success in developing new applications and customers for our coal products in industrial, metallurgical and power generation markets, and (iv) a proven track record of successfully financing, building, enhancing and managing coal assets in a reliable and cost-effective manner throughout all parts of the commodity cycle.
Our management and operating teams have (i) significant expertise owning, developing and managing complex thermal and metallurgical coal mining operations, (ii) valuable relationships with customers, railroads and other participants across the coal industry, (iii) technical wherewithal and demonstrated success in developing new applications and customers for our coal products in industrial, metallurgical and electric power generation markets and (iv) a proven track record of successfully financing, building, enhancing and managing coal assets in a reliable and cost-effective manner throughout all parts of the commodity price cycles.
Our management team has extensive experience in developing, operating and marketing a wide variety of coal assets and, we believe, is well qualified to evaluate organic and external growth opportunities. We plan to carefully weigh any capital investment decisions against alternate uses of the cash to help ensure we are delivering the most value to our stockholders.
Our management team has extensive experience in developing, operating and marketing a wide variety of coal and coal-related assets and, we believe, is well qualified to evaluate organic and external growth opportunities. We plan to carefully weigh capital investment decisions against alternate uses of the cash to help ensure we are delivering value to our stockholders.
We continually explore the monetization of these non-core assets by means of sale, lease, contribution to joint ventures, or a combination of the foregoing in order to bring the value of these assets forward for the benefit of our stockholders.
We continually explore the monetization of these non-core assets by means of sale, lease, contribution to joint ventures or a combination thereof in order to bring the value of these assets forward for the benefit of our stockholders.
Modeled after the Comprehensive Environmental Response, Compensation and Liability (“CERCLA”) Superfund law, the climate superfunds retroactively impose strict liabilities on fossil fuel companies determined to be responsible for GHG emissions over defined time periods and quantitative thresholds, potentially exposing businesses to substantial financial liabilities associated with historical pollution.
Modeled after the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the climate superfunds retroactively impose strict liabilities on fossil fuel companies determined to be responsible for GHG emissions over defined time periods and quantitative thresholds, potentially exposing businesses to substantial financial liabilities associated with historical pollution.
These coal consumption patterns are influenced by many factors that are beyond our control, including demand for electricity, which is significantly dependent upon economic activity and summer and winter temperatures, government regulation, technological developments and the location, quality, price and availability of competing fuel sources.
These coal consumption patterns are influenced by many factors that are beyond our control, including demand for cement and steel manufacturing, demand for electricity, which is significantly dependent upon economic activity and summer and winter temperatures, government regulation, technological developments and the location, quality, price and availability of competing fuel sources.
Prior to the commencement of development operations on coal properties, we conduct a thorough title examination and perform curative work with respect to significant defects. We generally will not commence operations on a property until we have cured any material title defects on such property. We are typically responsible for the cost of curing any title defects.
Prior to the commencement of development operations on coal properties, we conduct an additional title examination and perform curative work with respect to significant defects. We generally will not commence operations on a property until we have cured any material title defects on such property. We are typically responsible for the cost of curing any title defects.
The majority (95%) of the acreage is held under coal leases with lengthy terms that are subject to industry standard royalties. In 2019, the Company commenced development of the new Itmann No. 5 Mine, including excavation of the box cut to access the P3 seam.
The majority (approximately 92%) of the acreage is held under coal leases with lengthy terms that are subject to industry standard royalties. In 2019, the Company commenced development of the new Itmann No. 5 Mine, including excavation of the box cut to access the P3 seam.
We intend to continue to grow the economic competitiveness of our operations by proactively identifying, pursuing and implementing efficiency improvements and new technologies that can drive down unit costs without compromising safety or compliance. Preserve and Increase Cash Generation The Company has generated significant cash from operations since becoming a publicly-traded company.
We intend to continue to grow the economic competitiveness of our operations by proactively identifying, pursuing and implementing efficiency improvements and new technologies that can drive down unit costs without compromising safety or compliance. Preserve and Increase Cash Generation The Company has generated significant cash provided by operating activities since becoming a publicly-traded company.
This suite of rules was challenged in ongoing litigation before the D.C. Circuit. To achieve compliance, our customers could be required to incur substantial capital investment and increased operating costs. Alternatively, EGU owners and operators may accelerate the closure of existing power plants or agree to curtail their use.
To achieve compliance, our customers could be required to incur substantial capital investment and increased operating costs. Alternatively, EGU owners and operators may accelerate the closure of existing power plants or agree to curtail their use. The suite of rules was challenged and is subject to ongoing litigation before the D.C. Circuit.
Such regulations restricting emissions from coal-fired electric generating plants or other industrial facilities could increase the costs of operating and affect demand for coal as a fuel source, therefore potentially affecting the volume of our sales.
Such regulations restricting emissions from coal-fired power plants or other industrial facilities could increase the costs of operating and affect demand for coal as a fuel source, therefore potentially affecting the volume of our sales.
In federal, state and international jurisdictions, laws and regulations requiring companies to disclose climate-related risks, certain climate-related financial metrics, an accounting of direct and indirect GHG emissions and details of climate change targets and goals have been proposed or enacted.
Separately, federal, state and international jurisdictions have proposed or enacted laws and regulations requiring companies to disclose climate-related risks, certain climate-related financial metrics, an accounting of direct and indirect GHG emissions and details of climate change targets and goals.
In the absence of sweeping federal legislation on GHG emissions in the United States, a number of states, governors, mayors and businesses have committed to broad goals for GHG reductions or requirements to deploy carbon-free or renewable sources of electricity.
In the absence of sweeping federal legislation on GHG emissions in the U.S., a number of states, governors, mayors and businesses have committed to broad goals for GHG reductions or requirements to deploy carbon-free or renewable sources of electricity.
There are numerous large and small producers in all coal-producing basins of the United States, and we compete with many of these producers, including those who export coal abroad. Potential changes to international trade agreements, trade concessions and tariffs or other political and economic arrangements may benefit coal producers operating in countries other than the United States.
There are numerous large and small producers in all coal-producing basins of the U.S., and we compete with many of these producers, including those who export coal abroad. Potential changes to international trade agreements, trade concessions and tariffs or other political and economic arrangements may benefit coal producers operating in countries other than the U.S.
In December 2021, the Government Accountability Office (“GAO”) published a report entitled “Black Lung Benefits Program: Continued Inaction on Coal Operator Self-Insurance Increases Financial Risk to Trust Fund.” This report notes that the Department of Labor (“DOL”) took certain steps to improve its oversight of self-insured coal mine operators, but these efforts were complicated by the COVID-19 pandemic.
Government Accountability Office (“GAO”) published a report entitled “Black Lung Benefits Program: Continued Inaction on Coal Operator Self-Insurance Increases Financial Risk to Trust Fund.” This report notes that the U.S. Department of Labor (“DOL”) took certain steps to improve its oversight of self-insured coal mine operators, but these efforts were complicated by the COVID-19 pandemic.
In order to obtain a permit for certain coal mining activities, such as the construction of coal refuse areas and slurry impoundments that may result in impacts to waters of the United States, an operator may need to obtain a permit for the discharge of fill material from the Army Corps of Engineers (“ACOE”) under Section 404 of the CWA.
In order to obtain a permit for certain coal mining activities, such as the construction of coal refuse areas and slurry impoundments that may result in impacts to waters of the U.S., an operator may need to obtain a permit for the discharge of fill material from the Army Corps of Engineers (“ACOE”) under Section 404 of the CWA.
The Harvey Mine is located directly east of the Bailey and Enlow Fork Mines. Similar to the Enlow Fork Mine, the Harvey Mine was developed off of the Bailey Mine’s slope bottom.
The Harvey Mine is located directly southeast of the Bailey and Enlow Fork Mines. Similar to the Enlow Fork Mine, the Harvey Mine was developed off of the Bailey Mine’s slope bottom.
In addition to competitive base wages, the Company has additional programs, which include bonus opportunities, a Company-matched 401(k) plan, 23 Table of Contents healthcare and insurance benefits, health savings spending accounts, paid time off, family leave, flexible work schedules, employee wellness programs and employee assistance programs. Employee Development.
In addition to competitive base wages, the Company has additional programs, which include bonus opportunities, a Company-matched 401(k) plan, healthcare and insurance benefits, health savings spending accounts, paid time off, family leave, flexible work schedules, employee wellness programs and employee assistance programs. Employee Development.
Indirect competition from natural gas-fired plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired plants has the most potential to displace a significant amount of coal-fired electric power generation in the near term, particularly older, less efficient coal-fired powered generators.
Indirect competition for sales of thermal coal from natural gas-fired power plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired power plants has the most potential to displace a significant amount of coal-fired electric power generation in the near term, particularly older, less efficient coal-fired electric power generators.
In addition, through the CWA Section 401 Certification Program, state regulators have approval authority over federal permits authorizing activities that could impact state water quality and must certify that the activity will comply with water quality standards or other applicable requirements.
In addition, through the CWA Section 401 29 Table of Contents Certification Program, state regulators have approval authority over federal permits authorizing activities that could impact state water quality and must certify that the activity will comply with water quality standards or other applicable requirements.
The quality personnel arrange pick up by the selected independent lab that will perform the required analyses. All analytical work is conducted to International Organization for Standardization or ASTM International standards.
The quality personnel arrange pickup by the selected independent lab that will perform the required analyses. All analytical work is conducted to International Organization for Standardization or ASTM International standards.
As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
As used in this Report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
However, more recently, we have seen insurance rates stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market, although there is no assurance that this stabilization or decrease will be sustained or continued.
However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain 30 Table of Contents lines of coverage, as new insurance carriers have entered the market, although there is no assurance that this stabilization or decrease will be sustained or continued.
The information that follows relating to our individually material property – PAMC – is derived, for the most part, from, and in some instances is an extract from, the technical report summary (“TRS”) relating to the property prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K by the John T. Boyd Company.
The information that follows relating to our material properties is derived, for the most part, from, and in some instances is an extract from, the technical report summary (“TRS”) relating to the property prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K by Weir International, Inc. and the John T. Boyd Company.
For example, in 2022, we acquired the remaining equity stake in CFOAM Corp. (“CFOAM”), which manufactures high-performance carbon foam products from coal that can be used in the aerospace, military, industrial and commercial product markets. In 2023, we acquired the assets of Touchstone Advanced Composites (“TAC”), an innovative composite tooling supplier for the aerospace industry that uses our CFOAM product.
(“CFOAM”), which manufactures high-performance carbon foam products from coal that can be used in the aerospace, military, industrial and commercial product markets. In 2023, we acquired the assets of Touchstone Advanced Composites (“TAC”), an innovative composite tooling supplier for the aerospace industry that uses our CFOAM product.
The over- or underestimation of reserves can have certain impacts on financial performance, such as changes in amortizations that are based on life-of-mine estimates. 16 Table of Contents Pennsylvania Mining Complex - Material Reserves Pennsylvania Mining Complex.
The over- or underestimation of reserves can have certain impacts on financial performance, such as changes in amortizations that are based on life-of-mine estimates. Pennsylvania Mining Complex - Material Thermal Reserves Pennsylvania Mining Complex.
At the same time, the Company continues to be focused on driving long-term value for its stakeholders and maximizing cash flow generation through the safe, compliant and efficient operation of our business, while maintaining a strong balance sheet and liquidity, returning capital through share buybacks and/or dividends and, when prudent, allocating capital toward compelling growth and diversification opportunities.
Our Strategy The Company continues to be focused on driving long-term value for its stakeholders and maximizing cash flow generation through the safe, compliant and efficient operation of our business, while maintaining a strong balance sheet and liquidity, returning capital through share repurchases and/or dividends and, when prudent, allocating capital toward compelling growth, diversification and innovation opportunities.
Each of the loadout facilities can load a 15,000-ton train in less than two hours. • Coal Creek : Coal Creek is a surface mining complex located on approximately 7,400 acres in Campbell County, Wyoming. The Coal Creek mining complex extracts thermal coal from the Wyodak-R1 and Wyodak-R3 seams.
Each of the loadout facilities can load a 15,000-ton train in less than two hours. • Coal Creek : The Coal Creek surface mining complex, consisting of one active pit area and a loadout facility, is located on approximately 7,400 acres in Campbell County, Wyoming and extracts thermal coal from the Wyodak-R1 and Wyodak-R3 seams.
Following the Merger, the Company has broad and diverse assets that produce coal with qualities and blends capable of serving multiple growth markets and geographies. Following the Merger, the Company has strong North American logistics and export capabilities through ownership interests in two East Coast terminals and longstanding relationships with West Coast and Gulf Coast ports.
The Company has broad and diverse assets that produce coal with qualities and blends capable of serving multiple growth markets and geographies. To complement its coal portfolio, the Company has strong North American logistics and export capabilities through ownership interests in two East Coast terminals and longstanding relationships with West Coast and Gulf Coast ports.
The following is a summary of the more significant existing environmental and worker health and safety laws and regulations to which we or our customers’ business operations are subject and for which compliance may have a material adverse effect on our business, results of operations and financial condition, and/or demand for our coal product by our customers.
The following is a summary of the more significant existing environmental and worker health and safety laws and regulations to which we or our customers’ business operations are subject and for which compliance may have a material adverse effect on our business, results of operations, financial condition or demand for our coal. See Item 1A.
We have used the term “coal” as in “coal reserves” and “coal resources” interchangeably with “mineral”. The Company's estimates of recoverable coal reserves and coal resources are estimated internally by professionals whom we believe to be competent, including engineers and geologists. These estimates are based on geologic data, coal ownership information and current and/or proposed operating plans.
We have used the term “coal” as in “coal reserves” and “coal resources” interchangeably with “mineral.” The Company’s estimates of recoverable coal reserves and raw, in situ coal resources are estimated internally by professionals whom we believe to be competent, including engineers and geologists. These estimates are based on geological data, coal ownership information and current or proposed operating plans.
For EGUs in operation on or after January 1, 2039, the rule requires EGUs to be equipped with Carbon Capture and Storage (“CCS”) with 90 percent capture on or before January 1, 2032.
For existing coal-fired EGUs in operation on or after January 1, 2039, the rule requires EGUs to be equipped with Carbon Capture and Storage (“CCS”) with 90% capture on or before January 1, 2032.
In addition, the Company has strong North American logistics and export capabilities through ownership interests in two East Coast terminals and longstanding relationships with West Coast and Gulf Coast ports. The Company believes that the Merger will provide ongoing cash generation through a strong contracted thermal coal position from the PAMC coupled with meaningful opportunities through Arch’s metallurgical coal platform.
In addition, the Company has strong North American logistics capabilities as well as export capabilities through ownership interests in two East Coast terminals and longstanding relationships with West Coast and Gulf Coast ports. The Company believes that the Merger will provide ongoing cash generation through a strong contracted thermal coal position coupled with meaningful opportunities across its metallurgical coal platform.
The loadout facility can load a 10,000-ton train in less than four hours. • Mountain Laurel : The Mountain Laurel mining complex is located on approximately 38,200 acres in Logan County and Boone County, West Virginia. Underground mining operations at the Mountain Laurel mining complex extract High-Vol B metallurgical coal from the Alma and No. 2 Gas seams.
The loadout facility can load a 10,000-ton train in less than four hours. • Mountain Laurel : The Mountain Laurel mining complex is located on approximately 38,300 acres in Logan County and Boone County, West Virginia and extracts High-Vol B metallurgical coal from the Alma and No. 2 Gas seams.
Apart from SEC filings, we also use our website to publish information which may be important to investors, such as presentations to analysts. 33 Table of Contents
We also use our website to publish information which may be important to investors, such as presentations to analysts. 33 Table of Contents
The federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations affect coal mining by imposing requirements for the treatment, storage, transportation and disposal of certain wastes created throughout the coal mining process.
Resource Conservation and Recovery Act . The U.S. federal Resource Conservation and Recovery Act (“RCRA”) and corresponding state laws and regulations affect coal mining by imposing requirements for the treatment, storage, transportation and disposal of certain wastes.
The prices we are able to achieve in the domestic thermal market depend on a number of factors, including: (i) the supply-demand balance for Northern Appalachian coal, (ii) prices for other competing sources of energy used for electricity generation, such as natural gas, (iii) power prices in the regions we serve, (iv) prices for coals from other basins (including CAPP, ILB and PRB) that compete in these same regions, and (v) pricing under our longer-term contracts, which may have been entered into under different market conditions.
The prices we are able to achieve in the domestic thermal market depend on a number of factors, including (i) the supply-demand balance for our products, (ii) prices for other competing sources of energy used for electric power 24 Table of Contents generation, such as natural gas, (iii) power prices in the regions we serve, (iv) prices for coals from other basins that compete in these same regions and (v) pricing under our longer-term contracts, which may have been entered into under different market conditions.
In February 2023, the EPA issued its Final Disapproval of SIPs submitted by 21 states pursuant to the “good neighbor” provisions of the CAA to address interstate air pollution in furtherance of attaining the 2015 Ozone NAAQS.
In February 2023, the EPA issued its final disapproval of SIPs submitted by 21 states to address interstate air pollution in furtherance of attaining the 2015 Ozone NAAQS.
This includes ownership of the property upon which the surface facilities for mine access, processing, storing, and shipping are located, as well as 3,509 permitted acres for coarse and fine refuse disposal facilities.
This includes ownership of the property upon which the surface facilities for mine access, processing, 16 Table of Contents storing and shipping are located, as well as approximately 3,500 permitted acres for coarse and fine refuse disposal facilities.
As the cash balance of the fund grows, surety bonds associated with the treatment systems will be adjusted or released by the PADEP, thereby reducing our exposure to surety bonds and related collateral requirements. Through December 2024, the Company has contributed $12.1 million to the fund, and the PADEP has approved bond reductions totaling $52.7 million.
As the cash balance of the fund grows, surety bonds associated with the treatment systems will be adjusted or released by the PADEP, thereby reducing our exposure to surety bonds and related collateral requirements. Through December 31, 2025, the Company has contributed $14.1 million to the fund, and the PADEP has approved bond reductions totaling $66.3 million.
Such goals include those announced by multiple domestic utilities, including some of our customers, pledging to substantially reduce or to achieve net zero GHG emissions, to accelerate closure of existing coal-fired power generating stations, or to increase generating capacity from renewable sources.
Such goals include those announced by multiple domestic utilities, including some of our customers, pledging to substantially reduce or to achieve net zero GHG emissions or to increase generating capacity from renewable sources.
As of December 31, 2024, the Enlow Fork Mine’s assigned and accessible reserve base contained an aggregate of 239.2 million tons of clean recoverable coal with an average as-received gross heat content of approximately 13,011 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.06.
As of December 31, 2025, the Enlow Fork Mine’s assigned and accessible reserve base contained an aggregate of 228.3 million tons of clean recoverable coal with an average as-received gross heat content of approximately 13,005 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 3.08.
Areas that are not in compliance with the NAAQS are considered “non-attainment areas.” The designation of new non-attainment areas could prompt local changes to permitting or emissions control requirements, as prescribed by federally mandated state implementation plans (“SIPs”) that require emission source identification and emission reduction plans.
Areas that are not in compliance with the NAAQS are considered “non-attainment areas.” The designation of new non-attainment areas could prompt local changes to permitting or emissions control requirements, as prescribed by federally mandated state implementation plans (“SIPs”) that require emission source identification and emission reduction plans, which may include significant investment in emissions control technologies associated with our or our customers’ operations.
We aggressively market coal from the PAMC to a broad base of diverse and strategically selected industrial and metallurgical end users in the United States and globally.
We aggressively market coal from the PAMC to a broad global base of diverse and strategically-selected industrial and metallurgical end users.
Mining Properties as of December 31, 2024 Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
Mining Properties as of December 31, 2025 Information concerning our mining properties in this Report has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
Following development of the slope bottom, commercial coal production began in 1989. Longwall mining production commenced in 1991, and the second longwall came online in 1992. In 2014, a new slope and overland belt system was commissioned and a substantial portion of the Enlow Fork Mine was sealed.
Longwall mining production commenced in 1991, and the second longwall came online in 1992. In 2014, a new slope and overland belt system was commissioned and a substantial portion of the Enlow Fork Mine was sealed.
As of December 31, 2024, the Harvey Mine’s assigned and accessible reserve base contained an aggregate of 192.5 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,940 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 4.08.
As of December 31, 2025, the Harvey Mine’s assigned and accessible reserve base contained an aggregate of 155.8 million tons of clean recoverable coal with an average as-received gross heat content of approximately 12,938 Btu per pound and an approximate average pounds of sulfur dioxide per mmBtu of 4.17.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Common Stock and the Securities Market • uncertainty with respect to the Company's common stock, potential stock price volatility and future dilution; • the consequences of a lack of, or negative, commentary about us published by securities analysts and media; • uncertainty regarding the timing of any dividends we may declare; • uncertainty as to whether we will repurchase shares of our common stock; • restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock; and • inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware. 34 Table of Contents Risks Related to Our Merger with Arch • uncertainties associated with the Merger may cause a loss of management personnel and other key employees; • disruption of the Company's business relationships due to uncertainty associated with the Merger; • incurrence of significant costs in connection with the Merger and integration of Arch with the Company; • failure to integrate the businesses and operations of the Company and Arch successfully in the expected time frame; and • failure to realize all of the anticipated benefits of the Merger.
Biggest changeRisks Related to Our Common Stock and the Securities Market • uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution; • the consequences of a lack of, or negative, commentary about us published by securities analysts and media; • uncertainty regarding the timing of any dividends we may declare; • uncertainty as to whether we will repurchase shares of our common stock; • restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock; and 34 Table of Contents • inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: • the market price for coal; • changes in the consumption pattern of industrial consumers, electricity generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electricity generation, especially natural gas and renewable energy sources; • with respect to thermal coal, the price and availability of natural gas and the price and supply of imported liquefied natural gas, and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal; • technological advances affecting energy consumption and those related to hydrogen-based steel production; • with respect to metallurgical coal, the overall demand for steel which may be affected by competition for production of steel from non-coal sources, including electric arc furnaces or other processes that may use alternatives to coking as a reduction agent, which may limit demand for coking coal; • the costs, availability and capacity of transportation infrastructure; 35 Table of Contents • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; • the imposition of tariffs, quotas, trade barriers and other trade protection measures; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, blast furnaces, and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
In addition, demand can fluctuate widely due to a number of matters beyond our control, including: • the market price for coal; • changes in the consumption pattern of industrial consumers, electric power generators and residential end-users of electricity; • weather conditions in our markets which affect the demand for thermal coal; • competition from other coal suppliers; • the price and availability of alternative fuels and sources for electric power generation, especially natural gas and renewable energy sources; • with respect to thermal coal, the price and availability of natural gas and the price and supply of imported liquefied natural gas and competing sources of energy used in certain industrial applications, such as petroleum coke and metallurgical coal; • technological advances affecting energy consumption and those related to hydrogen-based steel production; 35 Table of Contents • with respect to metallurgical coal, the overall demand for steel, which may be affected by competition for production of steel from non-coal sources, including electric arc furnaces or other processes that may use alternatives to coking as a reduction agent, which may limit demand for coking coal; • the costs, availability and capacity of transportation infrastructure; • overall domestic and global economic conditions, including the supply of and demand for domestic and foreign coal; • international developments impacting supply of thermal and metallurgical coal, including supply side reforms promulgated in China, and continued expected growth in demand for seaborne metallurgical coal in India; • the imposition of tariffs, quotas, trade barriers and other trade protection measures; and • the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and regulations affecting the coal mining industry, blast furnaces, and coal-fired power plants, and delays in the receipt of, failure to receive, failure to maintain or revocation of necessary governmental permits.
Indirect competition from natural gas-fired plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired plants has displaced a significant amount of coal-fired electric power generation and may continue to do so in the near term, particularly older, less efficient coal-fired power generators.
Indirect competition from natural gas-fired plants that are relatively more efficient, less expensive to construct and less difficult to permit than coal-fired power plants has displaced a significant amount of coal-fired electric power generation and may continue to do so in the near term, particularly older, less efficient coal-fired electric power generators.
Although we have not historically encountered shortages for these types of skilled employees, competition in the future may increase for such positions, especially as it relates to needs of other industries with respect to these positions, including oil and gas.
Although we have not historically encountered shortages for these types of skilled employees, competition in the future may increase for such positions, especially as it relates to the needs of other industries with respect to these positions, including oil and gas.
This is because investment firms subject to MiFID are no longer permitted to pay for research using client commissions or “soft dollars” and instead must pay such costs directly or through a research payment account funded by clients and governed by a budget that is agreed by the client, thereby raising their costs of providing research coverage.
This is because investment firms subject to MiFID are no longer permitted to pay for research using client commissions or “soft dollars” and instead must pay such costs directly or through a research payment account funded by clients and governed by a budget that is agreed to by the client, thereby raising their costs of providing research coverage.
The Company has incurred a number of non-recurring costs associated with negotiating and completing the Merger and expects to continue to incur a number of non-recurring costs associated with combining Arch’s operations with the Company’s operations. These expenses have been, and will continue to be, substantial.
The Company has incurred a number of non-recurring costs associated with negotiating and completing the Merger and combining Arch’s operations with the Company’s operations, and the Company expects to continue to incur a number of non-recurring costs. These expenses have been, and will continue to be, substantial.
The international markets are subject to a number of material risks, including, but not limited to: • changes in a specific country's or region's political, economic or other conditions; • changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • longer sales cycles and time to collection may produce large swings in working capital from period to period; • tariffs and other international trade barriers may make our products less cost competitive; • government currency controls; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export and other regulations of the countries in which our international customers are located may adversely affect our business; • currency fluctuations may make our coal less cost competitive, affecting overseas demand for our coal, or may indirectly expose us to currency fluctuation risk; • geopolitical uncertainty or turmoil, including terrorism, war and natural disasters; and • unexpected changes in diplomatic and trade relationships.
The international markets are subject to a number of material risks, including, but not limited to: • changes in a specific country’s or region’s political, economic or other conditions; • changes in U.S. government policy with respect to certain foreign countries may inhibit export of our products and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner, and we may be forced to write off these receivables; • longer sales cycles and time to collection may produce large swings in working capital from period to period; • tariffs and other international trade barriers may make our products less cost competitive; • government currency controls; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export and other regulations of the countries in which our international customers are located may adversely affect our business; • currency fluctuations may make our coal less cost competitive, affecting overseas demand for our coal, or may indirectly expose us to currency fluctuation risk; • geopolitical uncertainty or turmoil, including terrorism, war and natural disasters; and • unexpected changes in diplomatic and trade relationships.
Coal contains impurities, including sulfur, mercury, chlorine and other elements or compounds, many of which are released into the air along with fine particulate matter, nitrogen oxides and carbon dioxide when it is burned. Complying with regulations on these emissions can be costly for our customers, including those in the industrial, metallurgical and power generation markets.
Coal contains impurities, including sulfur, mercury, chlorine and other elements or compounds, many of which are released into the air along with fine particulate matter, nitrogen oxides and carbon dioxide when it is burned. Complying with regulations on these emissions can be costly for our customers, including those in the industrial, metallurgical and electric power generation markets.
In order to comply with emissions standards promulgated under the federal Clean Air Act or similar state regulations seeking to limit the emissions that are generated as a result of coal combustion, coal users could be required to install costly emissions control devices, use or purchase emission credits or allowances, curtail operations or switch to other fuels, each of which has limitations.
In order to comply with emissions standards promulgated under the federal Clean Air Act or similar state regulations seeking to limit the emissions that are generated as a result of coal combustion, coal users could be required to install costly emissions control devices, use or purchase emissions credits or allowances, curtail operations or switch to other fuels, each of which has limitations.
The various requirements mandated by law or regulation can place restrictions on our methods of operations, and potentially lead to penalties for the violation of such requirements, creating a significant effect on operating costs and productivity. In addition, government inspectors, under certain circumstances, have the ability to order our operation to be shut down based on safety considerations.
The various requirements mandated by law or regulation can place restrictions on our methods of operations and potentially lead to penalties for the violation of such requirements, creating a significant effect on operating costs and productivity. In addition, government inspectors, under certain circumstances, have the ability to order our operations to be shut down based on safety considerations.
There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of customers. Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control.
There are inherent risks whenever a significant percentage of total revenues is concentrated with a limited number of customers. Revenues from our largest customers may fluctuate from time to time based on numerous factors, including market conditions, which may be outside of our control.
These conflicts, trade and monetary sanctions, as well as any escalation of either of these conflicts and future developments, could significantly affect worldwide market prices and demand for our coal and cause turmoil in the capital markets and generally in the global financial system.
These conflicts, trade and monetary sanctions, as well as any escalation of these conflicts and future developments, could significantly affect worldwide market prices and demand for our coal and cause turmoil in the capital markets and generally in the global financial system.
Although the Company has not experienced any material adverse effect on its results of operations, financial condition or cash flows as a result of these conflicts or the resulting volatility as of the date of this report, such volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect prices for our coal or the cost of supplies and equipment, as well as the prices of competing sources of energy for our electric power plant customers, like natural gas.
Although the Company has not experienced any material adverse effect on its results of operations, financial condition or cash flows as a result of these events or the resulting volatility as of the date of this Report, such volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect prices for our coal or the cost of supplies and equipment, as well as the prices of competing sources of energy for our electric power plant customers, like natural gas.
If we do not maintain effective internal controls over financial reporting, we could fail to accurately report our financial results. During the course of the preparation of our financial statements, we evaluate our internal controls to identify and correct deficiencies in our internal controls over financial reporting.
If we do not maintain effective internal control over financial reporting, we could fail to accurately report our financial results. During the course of the preparation of our financial statements, we evaluate our internal controls to identify and correct deficiencies in our internal control over financial reporting.
The degree to which we are leveraged could have important consequences, including, but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; • requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working capital, capital expenditures, share buy-back programs, acquisitions, pay dividends, development of our coal reserves or other general corporate requirements; • limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry; • placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital resources; and • limiting our ability to implement our business strategy.
The degree to which we are leveraged could have important consequences, including, but not limited to: • increasing our vulnerability to general adverse economic and industry conditions; • requiring us to dedicate a substantial portion of our cash flow from operating activities to the payment of interest and principal due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working capital, capital expenditures, share buy-back programs, acquisitions, pay dividends, development of our coal reserves or other general corporate requirements; • limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry; • placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital resources; and • limiting our ability to implement our business strategy.
Any person or entity purchasing or otherwise holding any interest in shares of our common stock will be deemed to have notice of, and consented to, the provisions of our certificate of incorporation described in the preceding sentence.
Any person or entity purchasing or otherwise holding any interest in shares of our common stock will be deemed to have received notice of, and consented to, the provisions of our certificate of incorporation described in the preceding sentence.
Some of the factors and assumptions which impact economically recoverable coal reserve estimates include: 49 Table of Contents • geologic and mining conditions; • historical production from the area compared with production from other producing areas; • the assumed effects of regulations and taxes by governmental agencies; • our ability to obtain, maintain and renew all required permits; • future improvements in mining technology; • assumptions governing future prices; and • future operating costs, including the cost of materials and capital expenditures.
Some of the factors and assumptions which impact economically recoverable coal reserve estimates include: • geological and mining conditions; • historical production from the area compared with production from other producing areas; • the assumed effects of regulations and taxes by governmental agencies; • our ability to obtain, maintain and renew all required permits; 49 Table of Contents • future improvements in mining technology; • assumptions governing future prices; and • future operating costs, including the cost of materials and capital expenditures.
Apart from actual regulation, uncertainty over the extent of regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants.
Apart from actual regulation, uncertainty over the extent of regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired power plants to replace older plants or investing in the upgrading of existing coal-fired power plants.
The amount of coal consumed by the electric power generation industry is affected by, among other things: 37 Table of Contents • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • indirect competition from alternative fuel sources for power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power, and the location, availability, quality and price of those alternative fuel sources; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
The amount of coal consumed by the electric power generation industry is affected by, among other things: • general economic conditions, particularly those affecting industrial electric power demand, such as a downturn in the U.S. or international economy and financial markets; • overall demand for electricity; • indirect competition from alternative fuel sources for electric power generation, such as natural gas, fuel oil, nuclear, hydroelectric, wind and solar power, and the location, availability, quality and price of those alternative fuel sources; • environmental and other governmental regulations, including those impacting coal-fired power plants; • energy conservation efforts and related governmental policies; and • other corporate environmental, social or governance initiatives to reduce dependency on and/or consumption of fossil fuels.
For example: • demand for electricity in the United States is impacted by industrial production, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • demand for metallurgical coal depends on coke and steel demand in the United States and globally, which, if weakened, would negatively impact the revenues, margins and profitability of our metallurgical coal business or our thermal coal as higher priced high volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
For example: • demand for electricity in the U.S. is impacted by industrial production, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • demand for metallurgical coal depends on coke and steel demand in the U.S. and globally, which, if weakened, would negatively impact the revenues, margins and profitability of our metallurgical coal business or our thermal coal as higher priced high-volatile metallurgical coal; • demand for coal used in industrial applications depends on demand for products such as cement and brick used in construction and infrastructure projects, which, if weakened, would negatively impact the revenues, margins and profitability of our coal business; • the tightening of credit or lack of credit availability to our customers could adversely affect our ability to collect our trade receivables; • our ability to access the capital markets may be restricted at a time when we would like, or need, to raise capital for our business including for exploration and/or development of our coal reserves, or for strategic acquisitions of assets; and • a decline in our creditworthiness, which may require us to post letters of credit, cash collateral or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that the Company does not currently foresee, in which case, among other things, the Merger may not be accretive to free cash flow and may not generate significant discretionary cash flow to return to stockholders via share buybacks or other means.
The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that the Company does not currently foresee, in which case, among other things, the Merger may not be accretive to free cash flow and may not generate significant discretionary cash flow to return to stockholders via share repurchases or other means.
The Merger was deemed an ownership change and, as a result, utilization of Arch’s NOLs is subject to an annual limitation under Section 382, determined by multiplying (1) the fair market value of its stock at the time of the ownership change by (2) the long-term tax-exempt rate published by the IRS for the month in which the ownership change occurs, subject to certain adjustments.
The Merger was deemed an ownership change and, as a result, utilization of these NOLs is subject to an annual limitation under Section 382, determined by multiplying (1) the fair market value of its stock at the time of the ownership change by (2) the long-term tax-exempt rate published by the IRS for the month in which the ownership change occurs, subject to certain adjustments.
Force majeure events include, but are not limited to, floods, earthquakes, storms, fire, faults in the coal seam or other geologic conditions, other natural catastrophes, wars, terrorist acts, civil disturbances or disobedience, strikes, railroad transportation delays caused by a force majeure event and actions or restraints by court order and governmental authority or arbitration award.
Force majeure events include, but are not limited to, floods, earthquakes, storms, fire, faults in the coal seam or other geological conditions, other natural catastrophes, wars, terrorist acts, civil disturbances or disobedience, strikes, railroad transportation delays caused by a force majeure event and actions or restraints by court order and governmental authority or arbitration award.
The magnitude of impact on our operations, capital expenditures, financial condition or cash flows would be dependent on the structure of any proposed regulation and the degree of emission reduction prescribed. We are subject to litigation seeking to hold energy companies accountable for the effects of climate change and may be subject to additional such litigation in the future.
The magnitude of impact on our operations, capital expenditures, financial condition or cash flows would be dependent on the structure of any proposed regulation and the degree of emissions reduction prescribed. We are subject to litigation seeking to hold energy companies accountable for the effects of climate change and may be subject to additional such litigation in the future.
Also, if we fail to maintain good relations with our employees at the CONSOL Marine Terminal, we could potentially experience labor disputes, work stoppages or other disruptions in the business of the CONSOL Marine Terminal, which could negatively impact the profitability of the CONSOL Marine Terminal, and accordingly, have a material adverse effect on our business, results of operations and financial condition.
Also, if we fail to maintain good relations with our employees at the Core Marine Terminal, we could potentially experience labor disputes, work stoppages or other disruptions in the business of the Core Marine Terminal, which could negatively impact the profitability of the Core Marine Terminal, and accordingly, have a material adverse effect on our business, results of operations and financial condition.
This could be the case notwithstanding that a majority of our stockholders might benefit from such a change in control or offer.
This could be the case, notwithstanding the fact that a majority of our stockholders might benefit from such a change in control or offer.
Section 382 of the Code (“Section 382”) and Section 383 of the Code generally impose an annual limitation on the amount of NOLs and certain other tax attributes that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382).
Section 382 of the Internal Revenue Code (“Section 382”) and Section 383 of the Internal Revenue Code generally impose an annual limitation on the amount of NOLs and certain other tax attributes that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382).
For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • decreases in steel production from blast furnaces or advancement of alternative steel production technologies; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the risks and uncertainties arising from a significant portion of our production being sold in international markets and complying with foreign laws and regulations, including anti-corruption laws; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • exposure to employee-related long-term liabilities; and • the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash flows.
For more information, see “ Forward-Looking Statements. ” Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business • deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; • volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including future plans to eliminate coal-fired electric power generation facilities, oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels and technologies; • an extended decline in the prices we receive for our coal affecting our operating results and cash flows; • our customers extending existing contracts or not entering into new long-term contracts for coal on favorable terms; • our reliance on major customers; • decreases in demand and changes in coal consumption patterns of industrial end users, metallurgical coal users and electric power generators; • decreases in steel production from blast furnaces or advancement of alternative steel production technologies; • the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; • the risks and uncertainties arising from a significant portion of our production being sold in international markets and complying with foreign laws and regulations, including anti-corruption laws; • the impact of potential, as well as any adopted, regulations to address pollution and climate change, including any requirements relating to greenhouse gas emissions, on our operating costs as well as on the market for coal; • the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; • the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations; • uncertainties in estimating our economically recoverable coal reserves; • failure to obtain or renew surety bonds or insurance coverage on acceptable terms; • exposure to employee-related long-term liabilities; • the risk of our debt agreements, our debt, access to capital markets and changes in interest rates affecting our operating results and cash flows; • retaliatory tariffs by our trading partners on the price of coal we receive; and • tariffs on the cost of supplies we procure from overseas vendors or that include foreign components.
For example, after a container ship struck a support column of the Francis Scott Key Bridge in Baltimore, Maryland causing it to collapse on March 26, 2024, vessel access in and out of the CONSOL Marine Terminal, which is located in the Port of Baltimore, was suspended.
For example, after a container ship struck a support column of the Francis Scott Key Bridge in Baltimore, Maryland causing it to collapse on March 26, 2024, vessel access in and out of the Core Marine Terminal, which is located in the Port of Baltimore, was suspended.
Depending on the nature of the regulation or legislation, natural gas and/or alternative energy sources could gain added economic benefits versus coal-fueled power generation, especially if such regulation or legislation makes our coal more expensive as a result of increased compliance, operating and maintenance costs.
Depending on the nature of the regulation or legislation, natural gas and/or alternative energy sources could gain added economic benefits versus coal-fired power generation, especially if such regulation or legislation makes our coal more expensive as a result of increased compliance, operating and maintenance costs.
Forecasts of our future performance are based on, among other things, estimates of our recoverable coal reserves. We base our coal reserve information on geologic data, coal ownership information and current and proposed mine plans. These estimates are periodically updated to reflect past coal production, new drilling information and other geologic or mining data.
Forecasts of our future performance are based on, among other things, estimates of our recoverable coal reserves. We base our coal reserve information on geological data, coal ownership information and current and proposed mine plans. These estimates are periodically updated to reflect past coal production, new drilling information and other geological or mining data.
Additionally, the recent efforts of certain members of the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote divestment of fossil fuel equities, to encourage the consideration of ESG practices of companies in a manner that negatively affects coal companies and to pressure lenders to limit funding to companies engaged in the extraction of fossil 48 Table of Contents fuel reserves may also negatively impact our ability to attract and retain key management personnel.
Additionally, the recent efforts of certain members of the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote divestment of fossil fuel equities, to encourage the consideration of ESG practices of companies in a manner that negatively affects coal companies and to pressure lenders to limit funding to companies engaged in the extraction of fossil fuel reserves may also negatively impact our ability to attract and retain key management personnel.
However, more recently, we have seen insurance rates stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market, although there is no assurance that this stabilization or decrease will be sustained or continued.
However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market, although there is no assurance that this stabilization or decrease will be sustained or continued.
In addition, the occurrence of any of these events in our coal mining operations which prevents our delivery of coal to a customer and which is not excusable as a force majeure event under our coal sales agreement could result in economic penalties, suspension or cancellation of shipments or ultimately termination 43 Table of Contents of the coal sales agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the occurrence of any of these events in our coal mining operations which prevents our delivery of coal to a customer and which is not excusable as a force majeure event under our coal sales agreement could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the coal sales agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If a substantial portion of our multi-year sales contracts are modified or terminated, if force majeure is exercised, or if we are unable to replace or extend the contracts or new contracts are priced at lower levels, our profitability would be adversely affected.
If a substantial portion of our multi-year sales contracts are modified or terminated, if force majeure clauses are exercised, or if we are unable to replace or extend the contracts or new contracts are priced at lower levels, our profitability would be adversely affected.
Although we separated from our former parent more than seven years ago, we have certain ongoing indemnification obligations related to our separation that could materially impact our financial condition, results of operations and cash flows.
Although we separated from our former parent more than eight years ago, we have certain ongoing indemnification obligations related to our separation that could materially impact our financial condition, results of operations and cash flows.
Until a channel was opened to normal operations on June 10, 2024, our inability to ship coal to our customers from the CONSOL Marine Terminal temporarily negatively impacted our business, financial condition and results of operations.
Until a channel was opened to normal operations on June 10, 2024, our inability to ship coal to our customers from the Core Marine Terminal temporarily negatively impacted our business, financial condition and results of operations.
If we are unable to reach an agreement with the holders of such rights, or to do so on a cost- 44 Table of Contents effective basis, we may incur increased costs, and our ability to mine could be impaired, which could materially and adversely affect our business, results of operations, financial condition and cash flows.
If we are unable to reach an agreement with the holders of such rights, or to do so on a cost-effective basis, we may incur increased costs, and our ability to mine could be impaired, which could materially and adversely affect our business, results of operations, financial condition and cash flows.
Any of these circumstances could have significant negative effects and could materially and adversely affect our results of operations and cash flows. 47 Table of Contents Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
Any of these circumstances could have significant negative effects and could materially and adversely affect our results of operations and cash flows. Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.
The Murray sale agreement includes 50 Table of Contents indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy.
The Murray sale agreement includes indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. As of September 16, 2020, the Company entered into a settlement agreement with Murray and withdrew its claims in bankruptcy.
In addition, one or more analysts providing research coverage of our Company could use estimation or valuation methods that we do not agree with, 53 Table of Contents downgrade our shares or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our shares could decline.
In addition, one or more analysts providing research coverage of our Company could use estimation or valuation methods that we do not agree with, downgrade our shares or issue other negative commentary about our Company or our industry. As a result of one or more of these factors, the trading price of our shares could decline.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.
Alternatively, if a court were to find these provisions of our amended and restated certificate of 55 Table of Contents incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.
In addition, at times the attention of certain members of management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the Company.
In addition, at times the attention of certain members of management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations 56 Table of Contents or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the Company.
The United States, European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years. While inflation has been easing, there can be no guarantee that this trend will continue. Current and future inflationary effects may be driven by, among other things, governmental stimulus and monetary policies, supply chain disruptions and geopolitical instability.
The U.S., European Union and other large economies have recently experienced inflation at a rate significantly higher than recent years. While inflation has been easing, there can be no guarantee that this trend will continue. Current and future inflationary effects may be driven by, among other things, governmental stimulus and monetary policies, supply chain disruptions and geopolitical instability.
We sell coal to foreign industrial end-users, electricity generators and to the more specialized metallurgical coal market, which are significantly affected by international demand and competition. The coal industry has experienced consolidation in recent years, including consolidation among some of our major competitors.
We sell coal to foreign industrial end-users, electric power generators and to the more specialized metallurgical coal market, which are significantly affected by international demand and competition. The coal industry has experienced consolidation in recent years, including consolidation among some of our major competitors.
As a result, a sale of a substantial amount of our common stock, or the perception that such a sale may take place, could cause our stock price to decline. If securities analysts do not publish research or reports about our Company, or issue unfavorable commentary about us or downgrade our shares, the price of our shares could decline.
As a result, a sale of a substantial amount of our common stock, or the perception that such a sale may take place, could cause our stock price to decline. If securities analysts issue unfavorable commentary about us, downgrade our shares or fail to publish research or reports about our Company, the price of our shares could decline.
Regulations that have been adopted are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, the equipment used in mine emergency procedures and other matters. States in which we operate have programs for mine safety and health regulation and enforcement.
Regulations that have been adopted are comprehensive and 47 Table of Contents affect numerous aspects of mining operations, including training of mine personnel, mining procedures, the equipment used in mine emergency procedures and other matters. States in which we operate have programs for mine safety and health regulation and enforcement.
Failure to meet these conditions could result in penalties or rejection of the coal at the election of the customer. Our coal sales contracts also typically contain force majeure provisions allowing for the suspension of performance by either party for the duration of specified events.
Failure to meet these conditions could result in penalties or 52 Table of Contents rejection of the coal at the election of the customer. Our coal sales contracts also typically contain force majeure provisions allowing for the suspension of performance by either party for the duration of specified events.
The integration process may result in the loss of key employees, the disruption of 56 Table of Contents ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the Company.
The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the Company.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 39 Table of Contents Inflation could result in higher costs and decreased profitability.
Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Inflation could result in higher costs and decreased profitability.
Regulation to address climate change (or emissions of greenhouse gases including carbon dioxide and methane) and uncertainty regarding such regulation may affect us directly or indirectly by increasing our operating costs, reducing the value of our coal assets and adversely impacting the market for coal.
Regulation to address climate change (or emissions of GHGs including carbon dioxide and methane) and uncertainty regarding such regulation may affect us directly or indirectly by increasing our operating costs, reducing the value of our coal assets and adversely impacting the market for coal.
Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our 41 Table of Contents reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
Any significant legislative changes at the international, national, state or local levels designed to reduce GHG emissions could significantly affect our ability to produce and sell our coal and develop our reserves, could increase the cost of the production and sale of coal and could materially reduce the value of our coal and coal reserves.
We accrue for the costs of current mine disturbance, gas well plugging and of final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total asset retirement obligations, which are based upon permit requirements, engineering studies and our engineering expertise related to these requirements, were approximately $248 million at December 31, 2024.
We accrue for the costs of current mine disturbance, gas well plugging and of final mine closure, including the cost of treating mine water discharge where necessary. Estimates of our total asset retirement obligations, which are based upon permit requirements, engineering studies and our engineering expertise related to these requirements, were approximately $535 million at December 31, 2025.
Further, turnover, planned or otherwise, in these or other key leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel and could have a material adverse effect on our operations and future profitability.
Further, turnover, planned or otherwise, in these or other key leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such 48 Table of Contents turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel and could have a material adverse effect on our results of operations and future profitability.
Our customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emission standards.
Our customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emissions standards.
In addition, we may be exposed to legal risks under the laws of the countries outside the U.S. in which we do business, as well as the laws of the U.S. governing our business activities in those other countries, such as the U.S. Foreign Corrupt Practices Act.
In addition, we may be exposed to legal risks under the laws of the countries outside the U.S. in which we do 40 Table of Contents business, as well as the laws of the U.S. governing our business activities in those other countries, such as the U.S. Foreign Corrupt Practices Act.
Increasing attention to climate change risk has also resulted in a recent trend of governmental investigations and private litigation by local and state governmental agencies as well as private plaintiffs in an effort to hold energy companies accountable for the effects of climate change.
Increasing attention to climate change risk has also resulted in governmental investigations and private litigation by local and state governmental agencies as well as private plaintiffs in an effort to hold energy companies accountable for the effects of climate change.
Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our coal, weather, the price and availability of alternative fuels and plans by electricity generators to shut down or move away from coal-fired generation.
Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our coal, weather, the price and availability of alternative fuels and technologies and plans by electric power generators to shut down or move away from coal-fired generation.
If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. The Surface Mining Control and Reclamation Act and various state laws establish operational, reclamation and closure standards for all our coal mining operations and require us, under certain circumstances, to plug natural gas wells.
If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated. The SMCRA and various state laws establish operational, reclamation and closure standards for all our coal mining operations and require us, under certain circumstances, to plug natural gas wells.
On May 2, 2020, the 1992 Benefit Plan filed an action in the United States District Court for the District of Columbia asking the court to make a determination whether the Company's former parent or the Company has any continuing retiree medical liabilities under the Coal Act (the “1992 Plan Lawsuit”).
On May 2, 2020, the 1992 Benefit Plan filed an action in the U.S. District Court for the District of Columbia asking the court to make a determination whether the Company’s former parent or the Company has any continuing retiree medical liabilities under the Coal Act (the “1992 Plan Lawsuit”).
In addition, during periods of declining market prices, provisions in our long-term coal contracts for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term coal price and electric power price volatility.
In addition, during periods of declining market prices, provisions in our long-term coal contracts for adjustment or renegotiation of prices and other provisions may increase our exposure to short-term coal price and 36 Table of Contents electric power price volatility.
Our future success depends upon the continued services of our executive officers, including our Executive Chair of the Board of Directors, Chief Executive Officer and Chief Financial Officer and President, who have critical experience and relationships in the coal industry that we rely on to implement our business plan and growth strategy.
Our future success depends upon the continued services of our executive officers, including our Chair and Chief Executive Officer as well as our President and Chief Financial Officer, who have critical experience and relationships in the coal industry that we rely on to implement our business plan and growth strategy.
Transportation logistics play an important role in allowing us to supply coal to our customers. Any significant delays, interruptions or other limitations on the ability to transport our coal could negatively affect our operations. Our coal is transported from our mines primarily by rail.
Transportation logistics play a critical role in allowing us to supply coal to our customers. Any significant delays, interruptions or other limitations on the ability to transport our coal could negatively affect our operations. Our coal is transported from our mines primarily by rail.
Depending on the language of the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to twelve months and some contracts may obligate us to perform notwithstanding what would typically be a force majeure event.
Depending on the language of the contract, some contracts may terminate upon continuance of an event of force majeure that extends for a period greater than three to 12 months and some contracts may oblige us to perform notwithstanding what would typically be a force majeure event.
Our business involves many hazards and operating risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, financial condition and cash flows. Our coal mining operations are underground mines.
Our business involves many hazards and operating risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, financial condition and cash flows.
Also, our customer base may change with deregulation as domestic utilities sell their power plants to their non-regulated affiliates or third parties that may be less creditworthy, thereby increasing the risk we bear for customer payment default.
Also, our customer base may change if domestic utilities sell their power plants to their non-regulated affiliates or third parties that may be less creditworthy, thereby increasing the risk we bear for customer payment default.
However, our ability to grow our business through acquisitions or the entry into joint ventures may be limited by both our ability to identify appropriate acquisition or partner candidates and our financial resources, including our available cash and borrowing capacity.
However, our ability to grow our business through acquisitions or the entry into joint ventures may be 46 Table of Contents limited by both our ability to identify appropriate acquisition or partner candidates and our financial resources, including our available cash and borrowing capacity.
A failure of these structures would result in liabilities that could have a material impact on our business. We maintain coal refuse disposal areas (“CRDAs”), slurry impoundments and other water retaining or dam structures that are active or in various stages of reclamation at the Pennsylvania Mining Complex, the Itmann Mining Complex and at certain legacy properties.
A failure of these structures would result in liabilities that could have a material impact on our business. We maintain coal refuse disposal areas (“CRDAs”), slurry impoundments and other water retaining or dam structures that are active or in various stages of reclamation at our active mines and at certain legacy properties.
Our senior secured credit agreement and the indenture governing our PEDFA bonds restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
Our senior secured credit agreement and the Series 2025 Bonds Indentures restrict our ability to sell assets and use the proceeds from the sales. We may not be able to consummate those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
Furthermore, adoption of comprehensive legislation or regulation focusing on climate change or GHG emission reductions for the United States or other countries where we sell coal, or the inability of utilities to obtain financing in connection with coal-fired plants, may make it more costly to operate coal-fired electric power generation plants and make coal less attractive for electric utility power plants in the future.
Furthermore, adoption of comprehensive legislation or regulation focusing on climate change or GHG emissions reductions for the U.S. or other countries where we sell coal, or the inability of utilities to obtain financing in connection with coal-fired power plants, may make it more costly to operate coal-fired power plants and make coal less attractive for electric utility power plants in the future.
We compete with coal producers in various regions of the United States and with some foreign coal producers for domestic sales primarily to electric power generators. We also compete with both domestic and foreign coal producers for sales in international markets.
We compete with coal producers in various regions of the U.S. and with some foreign coal producers for domestic sales primarily to electric power generators. We also compete with both domestic and foreign coal producers for sales in international markets.
Disruption in shipment levels over longer periods of time at the CONSOL Marine Terminal could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations. Competition within the coal industry may adversely affect our ability to sell coal.
Disruption in shipment levels over longer periods of time at our East Coast terminals could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations. Competition within the coal industry may adversely affect our ability to sell coal.
Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber attacks than other targets in the United States.
Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber attacks than other targets in the U.S.
Combustion of fossil fuels, such as the coal we produce, results in the emission of carbon dioxide into the atmosphere by coal end-users, such as coal-fired electric power plants. Additionally, our coal mines release methane to the atmosphere during operations in order to promote a safe working environment for our miners underground.
Combustion of fossil fuels, such as the coal we produce, results in the emission of carbon dioxide into the atmosphere by coal end-users, such as coal-fired power plants. Additionally, methane released during our coal mining operations is ventilated to the atmosphere in order to promote a safe working environment for our miners underground.
Similarly, our vendors or service providers could be the subject of such attacks or breaches that result in the risks of corruption or loss of our proprietary and sensitive data and/or the other disruptions as described above.
Similarly, our vendors or service providers could be the subject of such attacks or breaches that result in the risks of corruption or loss of our Confidential Information and/or the other disruptions as described above.
Our senior secured credit agreement and the indenture governing our PEDFA bonds impose a number of restrictions upon us, such as restrictions on us granting liens on our assets, making investments, paying dividends, stock repurchases, selling assets and engaging in acquisitions.
Our senior secured credit agreement and the Series 2025 Bonds Indentures impose a number of restrictions upon us, such as restrictions on granting liens on our assets, making investments, paying dividends, stock repurchases, selling assets and engaging in acquisitions.
Although some of these tariffs have been rescinded or suspended, these tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries, could result in reduced economic activity, increased costs in operating our business, reduced demand and changes in purchasing behaviors for thermal and metallurgical coal, limits on trade with the United States or other potentially adverse economic outcomes.
These tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries, could result in reduced economic activity, increased costs in operating our business, reduced demand and changes in purchasing behaviors for thermal and metallurgical coal, limits on trade with the U.S. or other potentially adverse economic outcomes.
The Russia-Ukraine war, and sanctions brought by the United States and other countries against Russia, have caused significant market disruptions that may lead to increased volatility in the price of certain commodities, including oil, natural gas, coal and other sources of energy.
The Russia-Ukraine war, and sanctions brought by the U.S. and other countries against Russia, have caused significant market disruptions that may lead to increased volatility in the price of certain commodities, including oil, natural gas, 45 Table of Contents coal and other sources of energy.
Risks Related to Our Common Stock and the Securities Market Our stock price may fluctuate significantly.
Risks Related to Our Common Stock and the Securities Market Our stock price has fluctuated and may continue to fluctuate significantly.
During the year ended December 31, 2024, approximately 43% of the coal the Company produced was sold under multi-year sales contracts.
During the year ended December 31, 2025, approximately 69% of the coal the Company produced was sold under multi-year sales contracts.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company's Cybersecurity Manager has 25 years of industry experience and holds many relevant industry certifications. The Cybersecurity Manager has direct oversight of the cybersecurity risk program. Cybersecurity risk briefings are provided to the Audit Committee by the Director of Information Technology at all regular meetings.
Biggest changeThe Company has a Director of Cybersecurity who reports directly to the Director of Information Technology and is primarily responsible for assessing and managing material risks from cybersecurity threats. The Company’s Director of Cybersecurity has 25 years of industry experience and holds many relevant industry certifications. The Director of Cybersecurity has direct oversight of the cybersecurity risk program.
For more information regarding the risks we face from cybersecurity, please see the section titled “Risk Factors - Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.” Governance The Company's Board of Directors has assigned oversight of cybersecurity risk to the Audit Committee, as outlined in the Committee's charter.
For more information regarding the risks we face from cybersecurity, please see the section titled “Risk Factors - Terrorist attacks or cyber incidents could result in information theft, data corruption, operational disruption and/or financial loss.” Governance The Company’s Board of Directors has assigned oversight of cybersecurity risk to the Audit Committee, as outlined in the Audit Committee’s charter.
The Company has not experienced any material operational or financial impact as the result of a cybersecurity risk or incident and, at this time, the risks from cybersecurity threats are not reasonably likely to materially affect the Company's business strategy, results of operations or financial condition.
The Company has not experienced any material operational or financial impact as the result of a cybersecurity risk or incident, and, at this time, the Company has not identified risks from cybersecurity threats, including as a result of any prior cybersecurity incidents, that are reasonably likely to materially affect the Company’s business strategy, results of operations or financial condition.
The Board's Audit Committee, which oversees all matters related to risk management and, in particular, the security of and risks related to the Company's information technology systems, receives regular reports on the Company's cybersecurity risk management efforts from various senior officers of the Company.
The Audit Committee of the Company’s Board of Directors, which oversees all matters related to risk management and, in particular, the security of and risks related to the Company’s IT Systems, receives regular reports on the Company’s cybersecurity risk management efforts from various senior officers of the Company.
The program also has a policy in place to address vendor and third-party risk. Cybersecurity risk is also evaluated during the acquisition process for new products and services. The Company accounts for cybersecurity risk as a part of the Company's overall business strategy and planning.
Cybersecurity risk is also evaluated during the acquisition process for new products and services. The Company accounts for cybersecurity risk as a part of the Company’s overall business strategy and planning.
Updates on the cybersecurity risk program are provided at each Audit Committee meeting. Additionally, the Company's senior management engages with the Audit Committee on a regular basis to provide updates on our cybersecurity risk program. The Company has a Cybersecurity Manager who reports directly to the Director of Information Technology.
Updates on the cybersecurity risk program are provided at each Audit Committee meeting. Additionally, the Company’s senior management engages with the Audit Committee on a regular basis to provide updates on our cybersecurity risk program.
Additionally, the Director of Information Technology and Cybersecurity Manager communicate directly with the Audit Committee chair as needed to ensure adequate oversight of the program.
Cybersecurity risk briefings are provided to the Audit Committee by the Director of Information Technology at all regular meetings. Additionally, the Director of Information Technology and Director of Cybersecurity communicate directly with the Audit Committee chair as needed to ensure adequate oversight of the program.
These controls are monitored for cybersecurity risk events and incidents on a continuous basis by a dedicated staff of cybersecurity professionals and various third-party providers. These controls are updated as necessary to protect the Company. In addition, the Company also takes a proactive approach by monitoring cyber threat intelligence to stay informed regarding emerging risks.
These controls are monitored for cybersecurity risk events and incidents on a continuous basis by a dedicated staff of cybersecurity professionals and various third-party providers. These controls are updated as the Company deems necessary to protect the Company.
The cybersecurity risk program also utilizes third-party assessors, consultants and auditors to perform various services, such as tabletop exercises and network penetration tests. The Company provides awareness training to its employees to help identify, avoid and mitigate cybersecurity threats. Employees with network access participate quarterly in required training, including spear phishing and other awareness training.
The Company provides awareness training to its employees to help identify, avoid and mitigate cybersecurity threats. Employees with network access are required to participate in required training quarterly, including spear phishing and other awareness training. The program also has a policy in place related to the use of vendors and third-party risk.
Specifically, the Company conducts cybersecurity tabletop exercises that include participation by Audit Committee members, senior management and third-party cybersecurity consultants. 57 Table of Contents The Company faces a range of cybersecurity threats including threats common to many industries, such as ransomware and denial of service, as well as more advanced threats specific to critical infrastructure industries such as mining.
The Company faces a range of cybersecurity threats, including threats common to many industries such as ransomware and denial of service, as well as more advanced threats specific to critical infrastructure industries such as mining.
ITEM 1C. Cybersecurity Risk Management and Strategy The Company has a cybersecurity risk program that is based on industry standards and best practices managed by a dedicated staff and specialists that support this program. We have implemented a set of system, network and application-level controls to protect our corporate data and systems.
ITEM 1C. CYBERSECURITY Risk Management and Strategy The Company has a cybersecurity risk program that is designed to align with industry standards and best practices, managed by a dedicated staff and specialists.
However, it is prepared to mitigate and respond to such an event should it occur. The Company has prepared a comprehensive Cybersecurity Incident Response Plan, as well as an Information Technology Disaster Recovery Plan. These plans are reviewed, updated and tested on a regular basis.
The Company has prepared a Cybersecurity Incident Response Plan, as well as an Information Technology Disaster Recovery Plan. These plans are reviewed, updated and tested on a regular basis. Specifically, the Company conducts cybersecurity tabletop exercises that include participation by Audit Committee members, senior management and third-party cybersecurity consultants.
Removed
The Company continues to invest in the cybersecurity and resiliency of its networks and to enhance its internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain.
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This does not imply that we meet any particular technical standards, specifications or requirements, only that we use industry standards and best practices as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. We have implemented a set of system, network and application-level controls designed to protect our corporate data and systems.
Added
In addition, the Company also takes a proactive approach by monitoring cybersecurity threat intelligence to stay informed regarding emerging risks. 57 Table of Contents The cybersecurity risk program also utilizes third-party assessors, consultants and auditors to perform various services, such as tabletop exercises and network penetration tests.
Added
However, the Company faces risks from cybersecurity threats that, if realized, are reasonably likely to materially affect the Company, including its operations, business strategy, results of operations or financial condition, and it is prepared to mitigate and respond to such an event should it occur.
Added
The Company’s management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by the Company and alerts and reports produced by security tools deployed in the Company’s information technology environment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee the map under “Principal Properties” in Item 1 of this Annual Report on Form 10-K for the location of the Company's material properties. Our principal executive offices are located at 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317-9565.
Biggest changeOur principal executive offices are located at 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317-9565. 58 Table of Contents
ITEM 2. Properties See “Principal Properties” in Item 1 of this Annual Report on Form 10-K for a description of our mining properties and our terminals through which we provide coal and export terminal services, incorporated herein by this reference.
ITEM 2. PROPERTIES See “Principal Properties” in Item 1 of this Report for a description of our mining properties and our terminals through which we provide coal and export terminal services, incorporated herein by this reference. See the map under “Principal Properties” in Item 1 of this Report for the location of the Company’s material properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, we are not currently subject to any material litigation, other than those described in Note 23, “Commitments and Contingent Liabilities,” in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K, which descriptions are incorporated herein by this reference.
Biggest changeWe are not currently subject to any material litigation other than those described in Note 22—Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report, which descriptions are incorporated herein by this reference.
Added
SEC regulations require us to disclose certain information about environmental proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. We use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required, as permitted pursuant to Item 103(c)(3)(iii) of Regulation S-K.
Added
No such environmental proceedings were pending or contemplated as of December 31, 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this annual report. 58 Table of Contents PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Report. 59 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following performance graph compares the Company's cumulative total shareholder return to that of the Company's peer group and the Standard & Poor's 500 Stock Index. The peer group, for the purposes of the information presented below, is comprised of Alliance Resource Partners LP, Arch Resources, Inc., Alpha Metallurgical Resources, Inc.
Biggest changeThe peer group, for the purposes of the information presented below, is comprised of Alliance Resource Partners LP, Alpha Metallurgical Resources, Inc., Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc. and Warrior Met Coal, Inc. Our peer group was updated for 2025 to remove Arch in light of the Merger with the Company in January 2025.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Shares of the Company's common stock are listed on the New York Stock Exchange and trade under the symbol “CNR”. Trading of the Company's common stock began as “when-issued” trading on November 3, 2017 and began as “regular-way” trading on November 29, 2017.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Shares of the Company’s common stock are listed on the New York Stock Exchange and trade under the symbol “CNR” since January 15, 2025.
The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain limitations in the Company's debt agreements.
The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain covenants in the Revolving Credit Facility and the Series 2025 Bonds Indentures that limit the Company's ability to repurchase shares of its common stock.
(formerly known as Contura Energy, Inc.), Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc. and Warrior Met Coal, Inc. The graph above assumes that the value of an initial investment in the Company's common stock and each index was $100 at December 31, 2019.
The graph above assumes that the value of an initial investment in the Company’s common stock and each index was $100 at December 31, 2020.
Limitation on Payment of Dividends The Revolving Credit Facility includes certain covenants limiting the Company's ability to declare and pay dividends. 59 Table of Contents Equity Compensation Plan Information See Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to our equity compensation plans.
Equity Compensation Plan Information See Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to our equity compensation plans. ITEM 6. [RESERVED]
As of January 31, 2025, there were 69 holders of record of our common stock. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.
A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions. The following performance graph compares the Company’s cumulative total shareholder return to that of the Company’s peer group and the Standard & Poor’s 500 Stock Index.
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The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2024. 2019 2020 2021 2022 2023 2024 Core Natural Resources, Inc. 100.0 49.7 156.5 461.0 740.9 789.8 S&P 500 Stock Index 100.0 116.3 147.5 118.8 147.6 182.0 Peer Group 100.0 65.7 194.4 420.0 649.3 609.9 The above information is being furnished pursuant to Regulation S-K, Item 201 (e) (Performance Graph).
Added
Trading of the Company’s common stock began as “when-issued” trading on November 3, 2017 and began as “regular-way” trading on November 29, 2017, under the ticker symbol CEIX. As of January 30, 2026, there were 66 holders of record of our common stock.
Removed
Repurchases of Equity Securities There were no repurchases of the Company's equity securities during the three months ended December 31, 2024. In December 2017, the Company's Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025.
Added
The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2025. 2020 2021 2022 2023 2024 2025 Core Natural Resources, Inc. 100.0 315.0 927.7 1,491.1 1,589.5 1,326.0 S&P 500 Stock Index 100.0 128.7 105.4 133.1 166.4 196.2 Peer Group 100.0 315.7 701.6 1,121.7 1,067.1 1,308.8 The information above is being furnished pursuant to Item 201(e) of Regulation S-K. 60 Table of Contents Repurchases of Equity Securities The following table sets forth repurchases of shares of the Company's common stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (000s omitted) (b) October 1, 2025 - October 31, 2025 — — — $ 797,409 (c) November 1, 2025 - November 30, 2025 88,362 $ 78.28 88,362 $ 790,492 (c) December 1, 2025 - December 31, 2025 176,125 $ 83.79 176,125 $ 775,736 (c) Total 264,487 $ 81.95 264,487 (a) On February 18, 2025, the Company's Board of Directors approved a capital return framework that involves a mix of dividends and share repurchases.
Removed
This program terminated on December 31, 2024. However, on February 18, 2025, the Company's Board of Directors approved a new capital return framework that involves a mix of dividends and share repurchases.
Added
The repurchases will be effected from time to time on the open market, in privately negotiated transactions or under a Rule 10b5-1 plan. The program does not obligate the Company to acquire any particular amount of its common stock, and the program can be modified or suspended at any time at the Company's discretion.
Added
(b) Management cannot estimate the number of shares that will be repurchased because purchases are made based upon the Company's stock price, the Company's financial outlook and alternative investment options. (c) In the three months ended December 31, 2025, the Company utilized approximately $22 million to repurchase shares of its common stock.
Added
Limitation on Payment of Dividends The declaration and payment of dividends by the Company is at the discretion of the Company’s Board of Directors. The Revolving Credit Facility and the Series 2025 Bonds Indentures include certain covenants limiting the Company’s ability to declare and pay dividends. See “Total Equity and Dividends” in Item 7 of this Report for additional information.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 2023 Variance PAMC Total Tons Produced (in millions) 25.7 26.1 (0.4) Total Tons Sold (in millions) 25.7 26.0 (0.3) Average Coal Revenue per Ton Sold $ 65.54 $ 77.74 $ (12.20) Average Cash Cost of Coal Sold per Ton (1) $ 37.89 $ 36.10 $ 1.79 Average Cash Margin per Ton Sold (1) $ 27.65 $ 41.64 $ (13.99) Adjusted EBITDA (in thousands) (1) $ 649,012 $ 1,019,161 $ (370,149) CONSOL Marine Terminal Throughput Tons (in millions) 17.0 19.0 (2.0) Adjusted EBITDA (in thousands) (1) $ 57,397 $ 80,322 $ (22,925) 66 Table of Contents (1) Adjusted EBITDA is a non-GAAP financial measure, and average cash cost of coal sold per ton and average cash margin per ton sold are operating ratios derived from non-GAAP financial measures.
Biggest changeThe following table presents results by reportable segment: Year Ended December 31, 2025 2024 Variance High CV Thermal Segment Total Tons Produced (in millions) 30.5 25.7 4.8 Total Tons Sold (in millions) 30.6 25.7 4.9 Realized Coal Revenue per Ton Sold (a) $ 60.34 $ 65.54 $ (5.20) Cash Cost of Coal Sold per Ton (a) $ 40.99 $ 37.89 $ 3.10 Cash Margin per Ton Sold (a) $ 19.35 $ 27.65 $ (8.30) Adjusted EBITDA (in thousands) (a) $ 580,106 $ 710,061 $ (129,955) Metallurgical Segment Total Tons Produced (in millions) 8.9 0.7 8.2 Total Tons Sold (in millions) 9.0 0.7 8.3 Realized Coal Revenue per Ton Sold (a) $ 102.36 $ 153.10 $ (50.74) Cash Cost of Coal Sold per Ton (a) $ 96.13 $ 189.58 $ (93.45) Cash Margin per Ton Sold (a) $ 6.23 $ (36.48) $ 42.71 Adjusted EBITDA (in thousands) (a) $ (25,655) $ (24,329) $ (1,326) PRB Segment Total Tons Produced (in millions) 48.9 — 48.9 Total Tons Sold (in millions) 48.9 — 48.9 Realized Coal Revenue per Ton Sold (a) $ 14.46 $ — $ 14.46 Cash Cost of Coal Sold per Ton (a) $ 13.15 $ — $ 13.15 Cash Margin per Ton Sold (a) $ 1.31 $ — $ 1.31 Adjusted EBITDA (in thousands) (a) $ 63,865 $ — $ 63,865 Core Marine Terminal Segment Throughput Tons (in millions) 18.1 17.0 1.1 Adjusted EBITDA (in thousands) (a) $ 56,839 $ 60,374 $ (3,535) (a) Realized coal revenue per ton sold, cash cost of coal sold per ton and cash margin per ton sold are operating ratios derived from non-GAAP financial measures, and Adjusted EBITDA is a non-GAAP financial measure.
The Company evaluates all tax positions taken on the state and federal tax filings to determine if the position is more likely than not to be sustained upon examination.
The Company evaluates all tax positions taken on the federal and state tax filings to determine if the position is more likely than not to be sustained upon examination.
Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: • our operating performance compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure; • the ability of our assets to generate sufficient cash flow; • our ability to incur and service debt and fund capital expenditures; • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and • the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
Each of these non-GAAP measures are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: • our operating performance compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure; • the ability of our assets to generate sufficient cash flow; • our ability to incur and service debt and fund capital expenditures; • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and • the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
The applicable margin for the Revolving Credit Facility depends on the total net leverage ratio and ranges from 3.00% to 3.75% (for SOFR loans) and 2.00% to 2.75% (for alternate base rate loans), depending on the total net leverage ratio.
The applicable margin for the Revolving Credit Facility ranges from 3.00% to 3.75% (for SOFR loans) and 2.00% to 2.75% (for alternate base rate loans), depending on the total net leverage ratio.
The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2024. Management believes these items will expire without being funded.
The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2025. Management believes these items will expire without being funded.
Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.
Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.
The 1974 UMWA Pension Plan litigation expense of $68 million represents the net present value of payments to be made over a five-year period to the United Mine Workers of America 1974 Pension Plan in accordance with a partial motion for summary judgment filed by the Superior Court of the State of Delaware on November 8, 2024.
The 1974 UMWA Pension Plan litigation expense of $68 million represents the net present value of payments to be made over a five-year period to the United Mine Workers of America 1974 Pension Plan in accordance with a partial motion for summary judgment filed by the Supreme Court of the State of Delaware on November 8, 2024.
Assumptions about sales, operating margins, capital expenditures and sales prices are based on the Company's forecasts, business plans, economic projections, and anticipated future cash flows. No indicators of impairment were present and, therefore, no impairment losses were recorded during the years ended December 31, 2024, 2023 and 2022.
Assumptions about sales, operating margins, capital expenditures and sales prices are based on the Company’s forecasts, business plans, economic projections, and anticipated future cash flows. No indicators of impairment were present and, therefore, no impairment losses were recorded during the years ended December 31, 2025, 2024 and 2023.
When evaluating whether or not a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized.
When evaluating whether a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The fair value of impaired assets is typically determined based on various factors, including 69 Table of Contents the present values of expected future cash flows using a risk-adjusted discount rate, the marketability of coal properties and the estimated fair value of assets that could be sold or used at other operations.
The fair value of impaired assets is typically determined based on various factors, including the present values of expected future cash flows using a risk-adjusted discount rate, the marketability of coal properties and the estimated fair value of assets that could be sold or used at other operations.
The amendments in this update require that public business entities, at each interim period and on an annual basis: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
The amendments in this update require that public business entities, at each interim period and on an annual basis: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current GAAP; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
Asset Retirement Obligations The Surface Mining Control and Reclamation Act established operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. The Company accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary.
Asset Retirement Obligations The SMCRA established operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. The Company accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary.
The Company may increase the revolving credit commitments on the same terms or incur term “A” loans in an aggregate amount of up to $150 million.
The Company may increase the revolving credit commitments on the same terms or incur term “A” loans, in each case in an aggregate amount of up to $150 million.
Estimates of the Company's total asset retirement obligations, which are based upon permit requirements and Company engineering expertise related to these requirements, including the current portion, were approximately $248 million at December 31, 2024. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by Company management and engineers.
Estimates of the Company’s total asset retirement obligations, which are based upon permit requirements and Company engineering expertise related to these requirements, including the current portion, were approximately $535 million at December 31, 2025. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by Company management and engineers.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's discussion and analysis includes a comparison of the year ended December 31, 2024 to the year ended December 31, 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company’s discussion and analysis includes a comparison of the year ended December 31, 2025 to the year ended December 31, 2024.
The Company's total contributions under the Coal Industry Retiree Health Benefit Ac t of 1992 were $3 million and $4 million for the years ended December 31, 2024 and 2023, respectively. Based on available information at December 31, 2024, the Company's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $31 million.
The Company’s total contributions under the Coal Industry Retiree Health Benefit Ac t of 1992 were $3 million and $3 million for the years ended December 31, 2025 and 2024, respectively. Based on available information at December 31, 2025, the Company’s aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $30 million.
Cost of coal sold includes items such as direct operating costs, royalty and production taxes, direct administration costs, and depreciation, depletion and amortization costs on production assets. Cost of coal sold excludes any indirect costs and other costs not directly attributable to the production of coal.
Cash cost of coal sold includes items such as direct operating costs, royalty and production taxes and direct administration costs, and excludes transportation costs, indirect costs, other costs not directly attributable to the production of coal and depreciation, depletion and amortization costs on production assets.
Actual results could differ from those estimates upon subsequent resolution of identified matters. Management believes that the estimates utilized are reasonable. The following critical accounting policies are materially impacted by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements.
Actual results could differ from those estimates upon subsequent resolution of identified matters. Management believes that the estimates utilized are reasonable. The following critical accounting policies are materially impacted by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements in Item 8 of this Report.
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2024, the Company had deferred tax liabilities in excess of deferred tax assets of approximately $49 million.
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2025, the Company had deferred tax liabilities in excess of deferred tax assets of approximately $130 million.
For active locations, the present value of the estimated asset retirement obligations is capitalized as part of the carrying amount of the long-lived asset. For locations that have been fully depleted or closed, the present value of a change in the estimated value of the obligation is recorded directly to the consolidated statements of income.
For active locations, the present value of the estimated asset retirement obligations is capitalized as part of the carrying amount of the long-lived asset. For locations that have been fully depleted or closed, the present value of a change in the estimated value of the obligation is recorded directly to earnings.
The Credit Agreement also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio.
The Revolving Credit Facility also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio.
Individual assets are grouped for impairment review purposes based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets.
Individual assets are grouped for impairment review purposes based on the lowest level for 71 Table of Contents which identifiable cash flows are largely independent of the cash flows of other groups of assets.
The term more likely than not refers to a level of likelihood that is more than 50 percent. The above factors are not all inclusive, and management routinely evaluates whether impairment indicators are present.
The term more likely than not refers to a level of likelihood that is more than 50%. The above factors are not comprehensive, and management routinely evaluates whether impairment indicators are present.
A similar discussion and analysis that compares the year ended December 31, 2023 to the fiscal year ended December 31, 2022 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference.
A similar discussion and analysis that compares the year ended December 31, 2024 to the year ended December 31, 2023 may be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference.
The Credit Agreement will require prepayment of Revolving Credit Loans and/or Swing Loans if (x) Excess Balance Sheet Cash is greater than $125 million and (y) the sum of Revolving Credit Loans, Swing Loans and Letter of Credit Obligations (other than in respect of undrawn Letters of Credit) is greater than 25% of the Revolving Credit Commitments, in each case as of the last day of any calendar month.
The Revolving Credit Facility requires prepayment of Revolving Credit Loans and Swing Loans if (x) Excess Balance Sheet Cash is greater than $125 million and (y) the sum of Revolving Credit Loans, Swing Loans and Letter of Credit Obligations (other than in respect of undrawn Letters of Credit) is greater than 25% of the Revolving Credit Commitments, in each case as of the last day of any calendar month.
Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company’s option, either (i) SOFR plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin.
Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company’s option, either (i) the applicable term Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin.
The Company believes that cash generated from these sources, without needing to issue additional equity or debt securities, will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements, and debt servicing obligations, as well as to provide required letters of credit.
The Company believes that cash generated from these sources, without needing to issue equity or debt securities, will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements and debt servicing obligations, as well as to provide required letters of credit or surety bonds necessary for the Company's operations.
These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at December 31, 2024. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K.
These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at December 31, 2025. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report.
The agreements comprising the securitization facility contain various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the securitization facility in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.
The Receivables Documents contain various customary representations and warranties, covenants and default provisions that provide for the termination and acceleration of the commitments and loans under the Receivables Financing Agreement in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.
General and Administrative Costs On a consolidated basis, general and administrative costs were $115 million for the year ended December 31, 2024, compared to $103 million for the year ended December 31, 2023.
General and Administrative Costs On a consolidated basis, general and administrative costs were $215 million for the year ended December 31, 2025, compared to $115 million for the year ended December 31, 2024.
The Credit Agreement provides that up to the full amount of the Revolving Credit Facility will be available for the issuance of letters of credit (the “Letters of Credit”) by each lender under the Revolving Credit Facility, including certain Arch letters of credit that are deemed to be issued under the Revolving Credit Facility.
The Revolving Credit Facility provides that up to the full amount of the facility may be used for the issuance of letters of credit (the “Letters of Credit”) by each lender under the Revolving Credit Facility, including Arch letters of credit that are deemed to be issued under the Revolving Credit Facility.
See Note 1 - Significant Accounting Policies in the Notes to the Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion.
See Note 1—Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for further discussion.
See Note 23—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details of the various financial guarantees that have been issued by the Company.
See Note 22—Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional details of the various financial guarantees that have been issued by the Company.
These non-GAAP financial measures should not be considered an alternative to operating and other costs, net income, or any other measure of financial performance presented in accordance with GAAP.
These non-GAAP financial measures should not be considered an alternative to revenues, cost of sales, net income (loss) or any other measure of financial performance presented in accordance with GAAP.
Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements. 76 Table of Contents
Management is currently evaluating the impact of this guidance but, with the exception of the increased disclosures summarized above, does not expect this update to have a material impact on the Company’s financial statements. 78 Table of Contents
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch, with Arch continuing as the surviving corporation and as a wholly-owned subsidiary of the Company. In connection with the closing of the Merger, we and Arch now operate as a single combined company.
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch, with Arch continuing as the surviving corporation and as a wholly-owned subsidiary of the Company.
Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and at the date of the financial statements.
Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder. 73 Table of Contents At December 31, 2024, eligible accounts receivable yielded $72 million of borrowing capacity. At December 31, 2024, the facility had no outstanding borrowings and approximately $72 million of letters of credit outstanding, leaving $42 thousand of unused capacity.
However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder. At December 31, 2025, eligible accounts receivable yielded $185 million of borrowing capacity. At December 31, 2025, the Receivables Financing Agreement had no outstanding borrowings and approximately $158 million of letters of credit outstanding, leaving $27 million of unused capacity.
See “How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures” above for an explanation and reconciliation of these amounts to the nearest GAAP measures.
See “How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures” above for definitions and reconciliations of these amounts to the most directly comparable GAAP measures.
The increase in other income was primarily related to advancements from the Company's insurance carriers related to a claim filed as a result of the Francis Scott Key Bridge collapse on March 26, 2024, which restricted vessel access to, and export capability from, the CONSOL Marine Terminal.
In 2025, the Company settled with insurance carriers related to a claim filed as a result of the Francis Scott Key Bridge collapse on March 26, 2024, which restricted vessel access to, and export capability from, the Core Marine Terminal.
The SPV, in turn, pledges its interests in the receivables to PNC Bank, N.A., which either makes loans or issues letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the securitization facility may not exceed $100 million.
Core Receivable, in turn, pledges its interests in the receivables to PNC and Regions Bank, each of which either makes loans or issues letters of credit on behalf of Core Receivable. The maximum amount of advances and letters of credit outstanding under the Receivables Financing Agreement may not exceed $250 million.
During the year ended December 31, 2024, the Company repurchased and retired 747,351 shares of the Company's common stock at an average price of $89.49 per share. Total Equity and Dividends Total equity attributable to the Company was $1,568 million at December 31, 2024 and $1,343 million at December 31, 2023.
During the year ended December 31, 2025, the Company repurchased and retired 3,088,520 shares of the Company’s common stock at an average price of $72.61 per share. Total Equity and Dividends Total equity attributable to the Company was $3,678 million at December 31, 2025 and $1,568 million at December 31, 2024.
The Credit Agreement contains customary events of default, including with respect to a failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events. The Company's first lien gross leverage ratio was 0.04 to 1.00 at December 31, 2024. The Company's total net leverage ratio was (0.39) to 1.00 at December 31, 2024.
The Revolving Credit Facility contains customary events of default, including failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events. 74 Table of Contents The Company's first lien gross leverage ratio was 0.28 to 1.00 at December 31, 2025. The Company's total net leverage ratio was 0.03 to 1.00 at December 31, 2025.
At December 31, 2024 and 2023, no valuation allowance was recorded. Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are not reviewed for impairment unless an impairment indicator is noted.
At December 31, 2025, the Company had a valuation allowance of $75 million. No valuation allowance was recorded at December 31, 2024. Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Liquidity and Capital Resources The Company's potential sources of liquidity include cash generated from operations, cash on hand, short-term investments of U.S. Treasury securities, borrowings under the revolving credit facility and securitization facility (which are discussed below), and, if necessary, the ability to issue additional equity or debt securities.
Liquidity and Capital Resources The Company's potential sources of liquidity include cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement (which are discussed and defined below) and, if necessary, the ability to issue equity or debt securities.
The Company's interest coverage ratio was 123.54 to 1.00 at December 31, 2024. The Company was in compliance with all covenants under the Revolving Credit Facility as of December 31, 2024.
The Company's interest coverage ratio was 35.10 to 1.00 at December 31, 2025. The Company was in compliance with all covenants under the Revolving Credit Facility as of December 31, 2025. At December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.
We believe cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, and average cash margin per ton sold normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions.
We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) by adjusting for certain non-operating or non-cash transactions.
The results of these estimates, that are not readily apparent from other sources, form the basis for recognizing an uncertain tax liability. Actual results could differ from those estimates upon subsequent resolution of identified matters. No liability for uncertain tax positions was recorded at December 31, 2024.
The results of these estimates that are not readily apparent from other sources form the basis for recognizing an uncertain tax position. Actual results could differ from those estimates upon subsequent resolution of identified matters. At December 31, 2025, the Company had uncertain tax positions totaling $6 million, which reduced gross deferred tax assets.
Accordingly, adjusted EBITDA for the year ended December 31, 2024 was $57 million, compared to $80 million for the year ended December 31, 2023. Throughput volumes at the CONSOL Marine Terminal were 17.0 million tons for the year ended December 31, 2024, compared to 19.0 million tons for the year ended December 31, 2023.
CORE MARINE TERMINAL SEGMENT ANALYSIS: Adjusted EBITDA for the year ended December 31, 2025 was $57 million, compared to $60 million for the year ended December 31, 2024. Throughput volumes at the Core Marine Terminal were 18.1 million tons for the year ended December 31, 2025, compared to 17.0 million tons for the year ended December 31, 2024.
Interest on the PEDFA Bonds is payable on February 1 and August 1 of each year. • An aggregate principal amount of $24 million of finance leases with a weighted average interest rate of 6.59%. • Advanced royalty commitments of $6 million with a weighted average interest rate of 8.10% per annum. • An aggregate principal amount of $1 million of other debt arrangements.
Interest on the PEDFA Bonds is payable on June 1 and December 1 of each year. • An aggregate principal amount of $80 million of various equipment financing arrangements with a weighted-average interest rate of 7.55%. • An aggregate principal amount of $58 million of finance leases with a weighted-average interest rate of 6.60%. • Advanced royalty commitments of $11 million with a weighted-average interest rate of 8.04% per annum. • An aggregate principal amount of $3 million of other debt arrangements.
Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator's projected black lung liabilities. The rule became effective on January 13, 2025, and operators are required to remit the increased security amount within one year.
The final rule requires a security amount equal to 100% of a self-insured operator's projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. The final rule, including any assessments, is subject to appeal.
In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and pays other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.
In connection with the Receivables Financing Agreement, Core Receivable paid certain structuring fees to PNC CM and pays other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.
Interest Expense On a consolidated basis, interest expense, net of amounts capitalized, was $22 million for the year ended December 31, 2024, compared to $29 million for the year ended December 31, 2023.
Interest Expense and Interest Income On a consolidated basis, interest expense was $40 million for the year ended December 31, 2025, compared to $22 million for the year ended December 31, 2024.
Our total liquidity as of December 31, 2024 was comprised of the following: (in millions) December 31, 2024 Cash and Cash Equivalents $ 408 Short-Term Investments 52 460 Securitization Facility - Current Availability 72 Revolving Credit Facility - Current Availability 355 Less: Letters of Credit Outstanding (179) Total Liquidity $ 708 Events that negatively impact our overall financial condition and liquidity could result in our inability to comply with our credit facility's financial covenants.
Our total liquidity as of December 31, 2025 was comprised of the following: (in millions) December 31, 2025 Cash and Cash Equivalents $ 432 Receivables Financing Agreement - Current Availability 185 Revolving Credit Facility - Current Availability 600 Less: Letters of Credit Outstanding (268) Total Liquidity $ 949 Events that negatively impact our operations, overall financial condition and liquidity could result in our inability to comply with the Revolving Credit Facility's financial covenants.
Payment of the principal and interest on the notes is guaranteed by the Company. • An aggregate principal amount of $75 million of PEDFA Bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, which bear interest at 9.00% per annum for an initial term of seven years and mature in April 2051.
Interest on the MEDCO Bonds is payable on February 1 and August 1 of each year. • An aggregate principal amount of $98 million of PEDFA Bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, bear interest at 5.45% per annum for an initial term of ten years and mature in January 2051.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. All tons discussed are on a clean coal equivalent basis. Recent Developments Merger On January 14, 2025, Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation, completed its previously announced merger of equals transaction with Arch.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. All tons discussed are on a clean coal equivalent basis. Recent Developments Merger On January 14, 2025, the Company completed the Merger with Arch.
However, the Company expects to maintain adequate liquidity through its operating cash flow, cash and cash equivalents on hand, and short-term investments, as well as its revolving credit facility and securitization facility, to fund its working capital needs and capital expenditures in the short-term and long-term. Uncertainty in the financial markets brings additional potential risks to the Company.
The Company expects to maintain adequate liquidity through its net cash provided by operating activities and cash and cash equivalents on hand, as well as the Revolving Credit Facility and its Receivables Financing Agreement, to fund its working capital needs and capital expenditures in the short-term and long-term.
The Revolving Credit Facility includes certain covenants limiting the Company's ability to declare and pay dividends. 75 Table of Contents The Company paid the following dividends during the year ended December 31, 2024: Per Share Total Paid (000s omitted) Payment Timing Shareholder of Record Date $0.25 $7,348 September 13, 2024 August 30, 2024 $0.25 $7,349 November 26, 2024 November 15, 2024 On February 20, 2025, the Company announced a $0.10/share dividend in an aggregate amount of approximately $5.4 million, payable on March 17, 2025 to all stockholders of record as of March 3, 2025.
The Company paid the following dividends during the year ended December 31, 2025: Per Share Total Paid (000s omitted) Payment Timing Shareholder of Record Date $0.10 $5,364 March 17, 2025 March 3, 2025 $0.10 $5,223 June 13, 2025 May 30, 2025 $0.10 $5,128 September 15, 2025 August 29, 2025 $0.10 $5,115 December 15, 2025 November 28, 2025 77 Table of Contents On February 12, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.1 million, payable on March 16, 2026 to all stockholders of record as of March 2, 2026.
We define average cash margin per ton sold as average coal revenue per ton sold, net of average cash cost of coal sold per ton.
We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold.
Loans under the securitization facility accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR rate. Loans and letters of credit under the securitization facility also accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum depending on the total net leverage ratio of the Company.
Loans under the Receivables Financing Agreement accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR rate plus ten basis points. Loans and letters of credit under the Receivables Financing Agreement also accrue a drawn fee and a letter of credit participation fee, respectively, of 2.00% per annum.
The Company temporarily sealed the Leer South mine's active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and, based on collaborative, ongoing discussions with regulatory authorities, currently expects to resume longwall mining in mid-2025.
The Company temporarily sealed the Leer South mine’s active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025.
This long-term debt consisted of: • An aggregate principal amount of $103 million of industrial revenue bonds which were issued to finance the CONSOL Marine Terminal, which bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year.
Interest on the WVEDA Bonds is payable on April 1 and October 1 of each year. • An aggregate principal amount of $103 million of MEDCO Bonds, which were issued to finance the Core Marine Terminal, bear interest at 5.00% per annum for an initial term of ten years and mature in July 2048.
The re-entry process will be multi-phased, beginning with the construction of ventilation controls followed by the resumption of continuous miner development. How We Evaluate Our Operations Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability.
How We Evaluate Our Operations Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability.
See the Consolidated Statements of Stockholders' Equity in Item 8 of this Form 10-K for additional details. The declaration and payment of dividends by the Company is at the discretion of the Company's Board of Directors.
See the Consolidated Statements of Stockholders’ Equity in Item 8 of this Report for additional details. The declaration and payment of dividends by the Company is at the discretion of the Company’s Board of Directors. The Revolving Credit Facility and the Series 2025 Bonds Indentures include certain covenants limiting the Company’s ability to declare and pay dividends.
Borrowings under the Revolving Credit Facility may be used for general corporate purposes, including working capital, capital expenditures and permitted acquisitions. Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to satisfaction of the conditions to each credit extension.
Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to satisfaction of the conditions to each credit extension.
The Company’s obligations under the Credit Agreement are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Company’s Pennsylvania Mining Complex, its marine terminal at the Port of Baltimore and specified coal reserves.
The Company’s obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Company’s Pennsylvania Mining Complex, its marine terminal at the Port of Baltimore and specified coal reserves and, subject to certain customary exceptions, all other existing or future direct or indirect wholly-owned material restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger.
Under the terms of the Loan Agreement, the Company agreed to make all payments of principal, interest and other amounts at any time due on the PEDFA Bonds or under the PEDFA Indenture. PEDFA assigned its rights as lender under the Loan Agreement, excluding certain reserved rights, to the PEDFA Notes Trustee.
Under the terms of the Loan Agreements, the Company agreed to make all payments of principal, interest and other amounts at any time due on the respective Series 2025 Bonds or under the respective Series 2025 Bonds Indentures.
CONSOL Marine Terminal revenue was $88 million for the year ended December 31, 2024, compared to $106 million for the year ended December 31, 2023.
Core Marine Terminal revenue and costs were $88 million and $31 million, respectively, for the year ended December 31, 2025, compared to $88 million and $27 million, respectively, for the year ended December 31, 2024.
The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production, sales volumes and average coal revenue per ton sold; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures. 60 Table of Contents We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours.
The metrics include: (i) coal production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iii) realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vi) cash margin per ton sold, an operating ratio derived from non-GAAP financial measures, defined as realized coal revenue per ton sold less cash cost of coal sold per ton; and (vii) adjusted EBITDA, a non-GAAP financial measure.
Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. 68 Table of Contents Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities.
Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities.
At December 31, 2024, the Company had no borrowings outstanding and approximately $107 million of letters of credit outstanding under the $355 million senior secured Revolving Credit Facility. At December 31, 2024, the Company had no borrowings outstanding and approximately $72 million of letters of credit outstanding under the $100 million securitization facility.
At December 31, 2025, the Company had no borrowings outstanding and approximately $110 million of letters of credit outstanding under the $600 million Revolving Credit Facility. At December 31, 2025, the Company had no borrowings outstanding and approximately $158 million of letters of credit outstanding under the Receivables Financing Agreement.
The Company sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity. Securitization Facilities At December 31, 2024, the Company and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable.
Receivables Financing Agreement Certain U.S. subsidiaries of the Company are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable.
This could limit our access to our credit facilities if we are unable to obtain waivers from our lenders or amend the credit facilities.
This could limit our ability to borrow under the Revolving Credit Facility if we are unable to obtain necessary waivers or amendments.
The Company guarantees the performance of the obligations of CONSOL Thermal Holdings LLC, CONSOL Marine Terminals LLC and CONSOL Pennsylvania Coal Company LLC under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the securitization.
The Company guarantees the performance of the obligations of Arch; Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Receivables Financing Agreement.
Refer to Note 13 – Long-Term Debt for additional information concerning material cash requirements in future years. The Company expects to make payments of $11 million on its operating and finance lease obligations, including interest, in the next 12 months. Refer to Note 14 – Leases for additional information concerning material cash requirements in future years.
Material Cash Requirements The Company expects to make the following payments in the next 12 months: • $122 million on its long-term debt and operating and finance lease obligations, including interest (refer to Note 13—Long-Term Debt and Note 14—Leases for additional information); • $69 million on its employee-related long-term liabilities, including obligations that the Company has under multi-employer plans (refer to Note 15—Pension and Other Postretirement Benefit Plans and Note 16—Coal Workers' Pneumoconiosis and Workers' Compensation for additional information); and • $97 million on its environmental obligations and $179 million on its other current liabilities.
The Company believes it will be able to satisfy these material requirements with cash generated from operations, cash on hand, short-term investments, borrowings under the revolving credit facility and securitization facility, and, if necessary, cash generated from its ability to issue additional equity or debt securities.
The Company believes it will be able to satisfy these material cash requirements with cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement and, if necessary, cash generated from its ability to issue equity or debt securities. 76 Table of Contents Debt At December 31, 2025, the Company had total long-term debt and finance lease obligations of $459 million outstanding, including the current portion of $98 million.
Operating and Other Costs On a consolidated basis, operating and other costs were $1,271 million for the year ended December 31, 2024, compared to $1,120 million for the year ended December 31, 2023.
Depreciation, Depletion and Amortization On a consolidated basis, depreciation, depletion and amortization costs were $621 million for the year ended December 31, 2025, compared to $224 million for the year ended December 31, 2024, resulting in a $398 million increase.
From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations.
Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.
We have experienced rising premiums, reduced coverage and/or fewer providers willing to underwrite policies and surety bonds. Terms have generally become more unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market.
Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and fewer providers willing to underwrite policies and surety bonds. Terms have become generally unfavorable, including increases in the amount of collateral required to secure surety bonds.
On February 18, 2025, the Company's Board of Directors approved a new capital return framework that involves a mix of dividends and share repurchases. The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain limitations in the Company's debt agreements.
Stock Repurchases On February 18, 2025, the Company’s Board of Directors approved a capital return framework that involves a mix of dividends and share repurchases.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest Rate Risk At December 31, 2024, the Company's aggregate principal amount of debt outstanding is predominantly under fixed-rate instruments, and only $2 million of outstanding debt is subject to interest rate sensitivity.
Biggest changeThe Company has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. Interest Rate Risk At December 31, 2025, the Company’s aggregate principal amount of debt outstanding is predominantly under fixed-rate instruments, and only $73 million of outstanding debt is subject to interest rate sensitivity.
The Company sells coal in the spot market and under both short-term and multi-year contracts that may contain prices subject to pre-established price adjustments that reflect (i) variances in the quality characteristics of coal delivered to the customer beyond threshold quality characteristics specified in the applicable sales contract, (ii) the actual calorific value of coal delivered to the customer, (iii) changes in electric power prices in the markets in which the Company's customers operate, as adjusted for any factors set forth in the applicable contract, and/or (iv) changes in published indices.
The Company sells coal in the spot market and under both short-term and multi-year contracts that may contain prices subject to pre-established price adjustments that reflect (i) variances in the quality characteristics of coal delivered to the customer beyond threshold quality characteristics specified in the applicable sales contract, (ii) the actual calorific value of coal delivered to the customer, (iii) changes in electric power prices in the markets in which the Company’s customers operate, as adjusted for any factors set forth in the applicable contract or (iv) changes in published indices.
Furthermore, if the currencies of the Company's overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal the Company sells to them. Consequently, currency fluctuations could adversely affect the competitiveness of the Company's coal in international markets. 77 Table of Contents
Furthermore, if the currencies of the Company’s overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal the Company sells to them. Consequently, currency fluctuations could adversely affect the competitiveness of the Company’s coal in international markets. 79 Table of Contents
If the Company's competitors' currencies decline against the U.S. dollar or against the Company's international customers' local currencies, those competitors may be able to offer lower prices for coal to the Company's customers on an exchanged adjusted basis.
If the Company’s competitors’ currencies decline against the U.S. dollar or against the Company’s international customers’ local currencies, those competitors may be able to offer lower prices for coal to the Company’s customers.
Removed
The Company has established risk management policies and procedures to strengthen the internal control environment of the marketing of commodities produced from its asset base. The Company's primary method of mitigating commodity price volatility is through short-term and multi-year fixed-price contracts.
Removed
During 2021, the Company initiated a targeted commodity price hedging strategy to mitigate pricing volatility inherent in a portion of the Company’s 2022 physical contracts, related to variable pricing and the Company’s spot export business, and secure future cash flows for export sales. The commodity market volatility increased as demonstrated by significant market pricing increases throughout 2022.
Removed
Loss on Commodity Derivatives, net during the year ended December 31, 2022 was $237 million. All of our hedging arrangements have been settled as of December 31, 2022, and no additional arrangements have been executed.

Other CNR 10-K year-over-year comparisons