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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______to _______
Commission file number: 001-38147
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(724 ) 416-8300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate value of common stock held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as if they may be affiliates of the registrant) was approximately $3,514,239,816 as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported closing price of the common stock as reported on The New York Stock Exchange on such date.
The number of shares outstanding of the registrant’s common stock as of January 30, 2026 was 50,979,544 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Core Natural Resources, Inc.’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of the end of the registrant’s fiscal year are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.
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Explanatory Note
On February 17, 2026, Core Natural Resources, Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Form 10-K”). This Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend Item 15 and Exhibit 96.1 to file an amended Technical Report Summary on the Leer Complex in Barbour, Harrison, Preston, and Taylor Counties, West Virginia. Due to administrative error, the Technical Report Summary that was filed with the Original Form 10-K included incorrect images for Figure 6.3-1 Stratigraphic Column and Figure 7.5-1 Drillhole Collar Locations. The text of the Technical Report Summary and conclusions in the report remain unchanged.
This Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s Annual Report on Form 10-K being supplemented or amended by this Amendment. Other than as described in this explanatory note, this Amendment does not change any information set forth in the Original Form 10-K or the exhibits thereto. This Amendment does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s Chief Executive Officer and Chief Financial Officer have reissued applicable portions of their certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as Exhibits 31.3 and 31.4. This Amendment does not include certifications under Section 906 of Sarbanes-Oxley because no financial statements are being filed with this Amendment.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
In reviewing any agreements incorporated by reference in this Form 10-K or filed with this Form 10-K, please remember that such agreements are included to provide information regarding their terms. They are not intended to be a source of financial, business or operational information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in these agreements are made solely for purposes of the agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the agreements, including being made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates or, in connection with acquisition agreements, of the assets to be acquired. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at another time.
The following documents were filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 17, 2026:
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to the Audited Consolidated Financial Statements
Schedules:
None
Index to Exhibits
| Exhibits | Description | Method of Filing | |||||||||
| Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 2.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Tax Matters Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 2.2 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Employee Matters Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 2.3 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Intellectual Property Matters Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 2.4 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
2.5** | Agreement and Plan of Merger, dated as of October 22, 2020, by and among CONSOL Energy Inc., Transformer LP Holdings Inc., Transformer Merger Sub LLC, CONSOL Coal Resources LP and CONSOL Coal Resources GP LLC | Filed as Exhibit 2.1 to Form 8-K (File No. 001-38147) filed on October 23, 2020 | |||||||||
| Agreement and Plan of Merger, dated August 20, 2024, among CONSOL Energy Inc., Mountain Range Merger Sub Inc. and Arch Resources, Inc.# | Filed as Exhibit 2.1 to Form 8-K (File No. 001-38147) filed on August 21, 2024 | ||||||||||
| Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code | Filed as Exhibit 2.1 to Arch Resources’ Form 8-K (File No. 001-13105) filed on September 15, 2016 | ||||||||||
| Order Confirming Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on September 13, 2016 | Filed as Exhibit 2.2 to Arch Resources’ Form 8-K (File No. 001-13105) filed on September 15, 2016 | ||||||||||
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| Amended and Restated Certificate of Incorporation of the Company | Filed as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company | Filed as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on May 8, 2020 | ||||||||||
| Second Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company | Filed as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on May 6, 2024 | ||||||||||
| Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company | Filed as Exhibit 3.1 to Form 8-K (File No. 001-38147) filed on January 15, 2025 | ||||||||||
| Fourth Amended and Restated Bylaws of the Company | Filed as Exhibit 3.2 to Form 8-K (File No. 001-38147) filed on January 15, 2025 | ||||||||||
| Indenture dated as of November 13, 2017 by and between CONSOL Energy Inc. (formerly known as CONSOL Mining Corporation) and UMB Bank, N.A., as Trustee and Collateral Trustee (including form of supplemental indenture on subsidiary guarantors). | Filed as Exhibit 4.1 to Form 8-K (File No. 001-38147) filed on November 15, 2017 | ||||||||||
| Description of Capital Stock | Filed as Exhibit 4.2 to Form 10-K (File No. 001-38147) filed on February 20, 2025 | ||||||||||
| Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 10.2 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November 28, 2017, by and between the Company and CNX | Filed as Exhibit 10.3 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| First Amendment to Water Supply and Services Agreement, dated as of November 28, 2017 by and between CNX Water Assets LLC and CONSOL Thermal Holdings LLC (formerly known as CNX Thermal Holdings LLC) | Filed as Exhibit 10.6 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Second Amendment to the Pennsylvania Mine Complex Operating Agreement, dated as of November 28, 2017, by and among CONSOL Pennsylvania Coal Company LLC, Conrhein Coal Company, CONSOL Thermal Holdings LLC and CONSOL Coal Resources LP | Filed as Exhibit 10.7 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Credit Agreement, dated as of November 28, 2017, by and among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to therein# | Filed as Exhibit 10.8 to Form 8-K (File No. 001-38147) filed on December 4, 2017 | ||||||||||
| Amendment No. 1, dated as of March 28, 2019, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on April 3, 2019 | ||||||||||
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| Amendment No. 2, dated as of June 5, 2020, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on June 11, 2020 | ||||||||||
| Amendment No. 3, dated as of March 29, 2021, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on March 31, 2021 | ||||||||||
| Amendment No. 4, dated as of July 18, 2022, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on July 25, 2022 | ||||||||||
| Amendment No. 5, dated as of June 12, 2023, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on June 13, 2023 | ||||||||||
| Amendment No. 6, dated as of January 14, 2025, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the Other Secured Parties referred to therein# | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on January 15, 2025 | ||||||||||
| CONSOL Energy Inc. Omnibus Performance Incentive Plan* | Filed as Exhibit 4.3 to Form S-8 (File No. 333-221727) filed on November 22, 2017 | ||||||||||
| Second Amendment and Restatement of Master Cooperation and Safety Agreement by and among CONSOL Energy Inc., CNX Gas Company LLC, CNX Resources Holdings LLC and certain other parties thereto | Filed as Exhibit 10.5 to Form 10-12B/A (File No. 001-38147) filed on October 27, 2017 | ||||||||||
| 10.15 | Coal Lease Agreement dated as of March 31, 1992, among Allegheny Land Company, as lessee, and UAC and Phoenix Coal Corporation, as lessors, and related guarantee | Filed by Ashland Coal, Inc. on Form 8-K on April 6, 1992 | |||||||||
| Federal Coal Lease dated as of January 24, 1996 between the U.S. Department of the Interior and the Thunder Basin Coal Company | Filed as Exhibit 10.20 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 1998 filed on March 2, 1999 | ||||||||||
| Federal Coal Lease dated as of November 1, 1967 between the U.S. Department of the Interior and the Thunder Basin Coal Company | Filed as Exhibit 10.21 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 1998 filed on March 2, 1999 | ||||||||||
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| Federal Coal Lease effective as of June 9, 1995 between the U.S. Department of the Interior and Mountain Coal Company | Filed as Exhibit 10.22 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 1998 filed on March 2, 1999 | ||||||||||
| Federal Coal Lease dated as of January 1, 1999 between the U.S. Department of the Interior and Ark Land Company | Filed as Exhibit 10.23 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 1998 filed on March 2, 1999 | ||||||||||
| Federal Coal Lease effective as of March 1, 2005 by and between the United States of America and Arch Land LT, Inc. covering the tract of land known as “Little Thunder” in Campbell County, Wyoming | Filed as Exhibit 99.1 to Arch Resources’ Form 8-K (File No. 001-13105) filed on February 10, 2005 | ||||||||||
| Modified Coal Lease (WYW71692) executed January 1, 2003 by and between the United States of America, through the Bureau of Land Management, as lessor, and Triton Coal Company, LLC, as lessee, covering a tract of land known as “North Rochelle” in Campbell County, Wyoming | Filed as Exhibit 10.24 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 2004 filed on March 11, 2005 | ||||||||||
| Coal Lease (WYW127221) executed January 1, 1998 by and between the United States of America, through the Bureau of Land Management, as lessor, and Triton Coal Company, LLC, as lessee, covering a tract of land known as “North Roundup” in Campbell County, Wyoming | Filed as Exhibit 10.25 to Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 2004 filed on March 11, 2005 | ||||||||||
| CONSOL Energy Inc. Deferred Compensation Plan for Non-Employee Directors* | Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on November 1, 2018 | ||||||||||
| Employment Agreement of James A. Brock* | Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Change in Control Severance Agreement for Kurt Salvatori* | Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Change in Control Severance Agreement for John Rothka* | Filed as Exhibit 10.6 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Form of Employment Agreement for Executive Officers of Arch and assumed by Core* | Filed as Exhibit 10.4 of Arch Resources’ Form 10-K (File No. 001-13105) for the year ended December 31, 2011 filed on February 29, 2012 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.7 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.8 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions for Spin Recognition (Non-Employee Director)* | Filed as Exhibit 10.9 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions for Spin Recognition* | Filed as Exhibit 10.10 to Form 10-Q (File No. 001-38147) filed on May 3, 2018 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 8, 2019 | ||||||||||
| Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 8, 2019 | ||||||||||
| Change in Control Severance Agreement for Mitesh Thakkar* | Filed as Exhibit 10.30 to Form 10-K (File No. 001-38147) filed on February 11, 2022 | ||||||||||
| Form of Notice of Restricted Stock Unit Award Terms and Conditions* | Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 11, 2020 | ||||||||||
| Form of Notice of Performance-Based Restricted Stock Unit Award Terms and Conditions for James A. Brock*# | Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 11, 2020 | ||||||||||
| Form of Notice of Performance-Based Cash Award*# | Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on May 11, 2020 | ||||||||||
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| CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan* | Filed as Exhibit 4.4 to Registration Statement on Form S-8 (file No. 333-238173) filed on May 11, 2020 | ||||||||||
| Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors* | Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on August 10, 2020 | ||||||||||
| Form Notice of Performance-based Cash Award and Terms and Conditions* | Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 4, 2021 | ||||||||||
| Form Notice of Performance-based Market Share Units and Terms and Conditions* | Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 4, 2021 | ||||||||||
| Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors* | Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on August 3, 2021 | ||||||||||
| Amendment to CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan, effective as of December 30, 2020 (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on December 31, 2020) | Filed as Exhibit 4.5 to Form S-8 (File No. 001-38147) filed on December 31, 2020 | ||||||||||
| First Amendment to Employment Agreement of James A. Brock* | Filed as Exhibit 10.45 to Form 10-K (File No. 001-38147) filed on February 12, 2021 | ||||||||||
| Second Amendment to Employment Agreement of James A. Brock* | Filed as Exhibit 10.44 to Form 10-K (File No. 001-38147) filed on February 11, 2022 | ||||||||||
| Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors* | Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on August 4, 2022 | ||||||||||
| Form Notice of Performance Based Cash Award and Terms and Conditions* | Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 3, 2022 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 3, 2022 | ||||||||||
| 2022 Executive Short-Term Incentive Program Terms and Conditions* | Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on May 3, 2022 | ||||||||||
| Third Amendment to Employment Agreement of James A. Brock* | Filed as Exhibit 10.52 to Form 10-K (File No. 001-38147) filed on February 10, 2023 | ||||||||||
| Change in Control Severance Agreement for Mitesh Thakkar* | Filed as Exhibit 10.53 to Form 10-K (File No. 001-38147) filed on February 10, 2023 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions for Non-Employee Directors* | Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on August 8, 2023 | ||||||||||
| Form Notice of Performance-based Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on August 8, 2023 | ||||||||||
| Form Notice of Service-based Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.4 to Form 10-Q (File No. 001-38147) filed on August 8, 2023 | ||||||||||
| 2023 Executive Short-Term Incentive Program Terms and Conditions* | Filed as Exhibit 10.5 to Form 10-Q (File No. 001-38147) filed on August 8, 2023 | ||||||||||
| Form Notice of Performance-based Restricted Stock Unit Award Terms and Conditions* | Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on May 7, 2024 | ||||||||||
| Form Notice of Service-based Restricted Stock Unit Award and Terms and Conditions* | Filed as Exhibit 10.2 to Form 10-Q (File No. 001-38147) filed on May 7, 2024 | ||||||||||
| 2024 Executive Short-Term Incentive Program Terms and Conditions* | Filed as Exhibit 10.3 to Form 10-Q (File No. 001-38147) filed on May 7, 2024 | ||||||||||
| Form Notice of Restricted Stock Unit Award and Terms and Conditions for Non-Employee Directors* | Filed as Exhibit 10.1 to Form 10-Q (File No. 001-38147) filed on August 8, 2024 | ||||||||||
| Waiver, Acknowledgement and Amendment, dated August 20, 2024, by and between CONSOL Energy Inc. and James A. Brock | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on August 21, 2024 | ||||||||||
| Form of Indemnification and Advancement Agreement* | Filed as Exhibit 10.3 to Form 8-K (File No. 001-38147) filed on January 15, 2025 | ||||||||||
| Form of Performance Restricted Stock Unit Award Agreement (Executive 2025 Annual Award)* | Filed as Exhibit 10.96 to Form 10-Q (File No. 001-38147) filed on May 8, 2025 | ||||||||||
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| Form of Restricted Stock Unit Award Agreement (Executive 2025 Annual Award)* | Filed as Exhibit 10.97 to Form 10-Q (File No. 001-38147) filed on May 8, 2025 | ||||||||||
| Form of Performance Restricted Stock Unit Award Agreement (Executive Start-Up Grant)* | Filed as Exhibit 10.98 to Form 10-Q (File No. 001-38147) filed on May 8, 2025 | ||||||||||
| Form of Restricted Stock Unit Award Agreement (Executive Start-Up Grant)* | Filed as Exhibit 10.99 to Form 10-Q (File No. 001-38147) filed on May 8, 2025 | ||||||||||
| Form of Restricted Stock Unit Award Agreement (Non-Employee Directors 2025 Annual Award and Start-Up Grant)* | Filed as Exhibit 10.100 to Form 10-Q (File No. 001-38147) filed on May 8, 2025 | ||||||||||
| Receivables Financing Agreement, dated as of July 28, 2025, by and among Core Receivable Company, LLC, as borrower, Core Sales, LLC, as the initial servicer, PNC, as administrative agent and LC bank, PNC CM, as structuring agent, and the lenders from time to time party thereto#^ | Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on July 31, 2025 | ||||||||||
| Third Amended and Restated Sale and Contribution Agreement, dated as of July 28, 2025, by and among Core Receivable Company, LLC, Core Sales, LLC, as the initial servicer, and Arch as transferor# | Filed as Exhibit 10.2 to Form 8-K (File No. 001-38147) filed on July 31, 2025 | ||||||||||
| Third Amended and Restated Purchase and Sale Agreement, dated as of July 28, 2025, by and among Arch, as buyer, Core Sales, LLC, as the initial servicer, and the originators party thereto# | Filed as Exhibit 10.3 to Form 8-K (File No. 001-38147) filed on July 31, 2025 | ||||||||||
| Fifth Amended and Restated Performance Guaranty, dated as of July 28, 2025, by Core in favor of PNC for the benefit of the secured parties under the Receivables Financing Agreement# | Filed as Exhibit 10.4 to Form 8-K (File No. 001-38147) filed on July 31, 2025 | ||||||||||
| Separation and Release Agreement, by and between the Company and Paul Lang* | Filed as Exhibit 10.75 to Form 10-Q (File No. 001-38147) filed on November 6, 2025 | ||||||||||
| Form of Core Natural Resources, Inc. Severance Agreement* | Filed as Exhibit 10.72 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Core Natural Resources, Inc. Insider Trading Policy | Filed as Exhibit 19 to Form 10-K (File No. 001-38147) filed on February 20, 2025 | ||||||||||
| Subsidiaries of Core Natural Resources, Inc. | Filed as Exhibit 21 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Consent of Ernst & Young LLP | Filed as Exhibit 23.1 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Consent of Weir International, Inc. | Filed as Exhibit 23.2 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Consent of The John T. Boyd Company | Filed as Exhibit 23.3 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Consent of Weir International, Inc. | Filed herewith | ||||||||||
| Power of Attorney | Filed as Exhibit 24.1 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | Filed as Exhibit 31.1 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed as Exhibit 31.2 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||||
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished as Exhibit 32.1 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
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| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished as Exhibit 32.2 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Mine Safety Disclosure | Filed as Exhibit 95 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Technical Report Summary, Coal Resources and Coal Reserves, Leer Complex, West Virginia | Filed herewith | ||||||||||
| Technical Report Summary, Coal Resources and Coal Reserves, Black Thunder, Wyoming | Filed as Exhibit 96.2 to Form 10-K (File No. 001-38147) filed on February 17, 2026 | ||||||||||
| Technical Report Summary, Coal Resources and Coal Reserves, Pennsylvania Mining Complex, Pennsylvania and West Virginia | Filed as Exhibit 96.1 to Form 10-K (File No. 001-38147) filed on February 20, 2025 | ||||||||||
| Core Natural Resources, Inc. Compensation Recoupment Policy | Filed as Exhibit 97 to Form 10-K (File No. 001-38147) filed on February 20, 2025 | ||||||||||
| 101 | Interactive Data File (Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2025, furnished in Inline XBRL) | Filed herewith | |||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed herewith | |||||||||
* Indicates management contract or compensatory plan or arrangement.
** The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
# Schedules and attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
^ Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private or confidential. Such omitted information is indicated by brackets “[***]” in this exhibit.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Core Natural Resources, Inc. | ||||||||
| By: | /s/ MITESHKUMAR B. THAKKAR | |||||||
| Miteshkumar B. Thakkar | ||||||||
| President and Chief Financial Officer | ||||||||
Dated: February 27, 2026
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