8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 27, 2025

Core Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(724) 416-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 28, 2025, Core Natural Resources, Inc. (the “Company”) issued a press release regarding the transactions discussed in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority (the “PA Issuer”) in the aggregate principal amount of $97,560,000 (the “PA Bonds”), at a fixed rate of 5.450% for an initial term of ten years, pursuant to a Bond Purchase Agreement, dated March 19, 2025 (the “PA BPA”), by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC Capital Markets LLC, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the “Underwriters”), the PA Issuer and the Company; (ii) the Maryland Economic Development Corporation (the “MD Issuer”) in the aggregate principal amount of $102,865,000 (the “MD Bonds”), at a fixed rate of 5.000% for an initial term of ten years, pursuant to a Bond Purchase Agreement, dated March 19, 2025 (the “MD BPA”), by and among the Underwriters, the MD Issuer and the Company; and (iii) the West Virginia Economic Development Authority (the “WV Issuer”) in the aggregate principal amount of $106,355,000 (the “WV Bonds” and together with the PA Bonds and the MD Bonds, the “Bonds”), at a fixed rate of 5.450% for an initial term of ten years, pursuant to a Bond Purchase Agreement, dated March 19, 2025 (the “WV BPA” and together with the PA BPA and the MD BPA, the “BPAs”), by and among the Underwriters, the WV Issuer and the Company.

The Company will use (i) a portion of the proceeds of the PA Bonds to finance and refinance costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the Bailey Preparation Plant in West Finley, Pennsylvania in part by refunding in full the PA Issuer’s outstanding $75,000,000 Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MD Bonds to refinance the costs of acquisition, construction, improvement, installation and equipping of certain improvements, modifications and additions to a coal transshipment terminal located in the Canton area of the Port of Baltimore by refunding in full the MD Issuer’s outstanding $102,865,000 Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of proceeds of the WV Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities relating to a longwall coal mining complex known as the Leer South Mine located in Barbour County, West Virginia in part by refunding in full the WV Issuer’s outstanding $53,090,000 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $44,985,000 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.

The (i) PA Bonds were issued pursuant to an indenture (the “PA Indenture”), dated March 1, 2025, by and between the PA Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), and the PA Issuer will make a loan of the proceeds of the PA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “PA Loan Agreement”), between the PA Issuer and the Company; (ii) MD Bonds were issued pursuant to an indenture (the “MD Indenture”), dated March 1, 2025, by and between the MD Issuer and the Trustee, and the MD Issuer will make a loan of the proceeds of the MD Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “MD Loan Agreement”), between the MD Issuer and the Company; and (iii) WV Bonds were issued pursuant to an indenture (the “WV Indenture” and together with the PA Indenture and the MD Indenture, the “Indentures”), dated March 1, 2025, by and between the WV Issuer and the Trustee, and the WV Issuer will make a loan of the proceeds of the WV Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the “WV Loan Agreement” and together with the PA Loan Agreement and MD Loan Agreement, the “Loan Agreements”), between the WV Issuer and the Company. 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 Bonds or under the respective Indenture.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2025

EX-99.1

Exhibit 99.1

Core Natural Resources Announces Completion of Highly Successful Refinancing Effort

CANONSBURG, PA (March 28, 2025) — Today, Core Natural Resources, Inc. (NYSE: CNR) (“Core”) announced that it had completed a highly successful refinancing of tax-exempt bonds previously issued by CONSOL Energy, Inc. (“CONSOL”) and Arch Resources, Inc. (“Arch”). CONSOL and Arch merged to form Core Natural Resources, Inc. in January 2025.

As part of this refinancing effort, Core:

“We greatly appreciate the strong support of our financing partners and the states of Pennsylvania, Maryland, and West Virginia, which helped facilitate these important transactions,” said Mitesh Thakkar, Core’s president and chief financial officer. “This successful refinancing underscores once again the strength of Core’s operating portfolio; the value of its greatly enhanced diversification and scale; and the power of its substantial cash-generating capabilities across a wide range of market environments. With the successful refinancing of these bonds, which represent the vast majority of Core’s debt, we believe we have built a smart and strategic capital structure that furnishes tremendous financial flexibility while supporting the company’s long-term growth prospects.”

Thirty-nine institutional investors participated in the transactions, which were more than six times oversubscribed on a cumulative basis.

Jefferies LLC and KeyBanc Capital were co-lead bookrunners on the transactions. Also providing support were B.Riley Securities, Goldman Sachs, PNC Capital Markets LLC, and Texas Capital Markets.

About Core Natural Resources, Inc.

Core Natural Resources, Inc. (NYSE: CNR) is a world-class producer and exporter of high-quality, low-cost coals, including metallurgical and high calorific value thermal coals. The company operates a best-in-sector portfolio, including the Pennsylvania Mining Complex, Leer, Leer South, and West Elk mines. With a focus on seaborne markets, Core plays an essential role in meeting the world’s growing need for steel, infrastructure, and energy, and has ownership interests in two marine export terminals. The company was created in January 2025 via the merger of long-time industry leaders CONSOL Energy and Arch Resources and is based in Canonsburg, Pennsylvania.

Contacts:

Investor:

(314) 994-2766

investorrelations@coreresources.com

Media:

Erica Fisher, (724) 416-8292

ericafisher@coreresources.com

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “targets,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Core’s current views about future events. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, our ability to comply with the restrictions imposed by the loan agreements related to the bonds; our ability to generate sufficient revenue to pay the debt service on the bonds; deterioration in economic conditions (including continued inflation) or changes in consumption patterns of our customers 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; an extended decline in the prices we receive for our coal affecting our operating results and cash flows; significant downtime of our equipment or inability to obtain equipment, parts or raw materials; decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations; our reliance on major customers, our ability to collect payment from our customers and uncertainty in connection with our customer contracts; our inability to acquire additional coal reserves or resources that are economically recoverable; alternative steel production technologies that may reduce demand for our coal; the availability and reliability of transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; a loss of our competitive position; foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad; the risks related to the fact that a significant portion of our production is sold in international markets (and may grow) and our compliance with export control and anti-corruption laws; coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions; the impact of current and future regulations to address climate change, the discharge, disposal and clean-up of hazardous substances and wastes and employee health and safety 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; failure to obtain or renew surety bonds or insurance coverages on acceptable terms; the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land; our inability to obtain financing for capital expenditures on satisfactory terms; the effects of our securities being excluded from certain investment funds as a result of environmental, social and corporate governance practices; the effects of global conflicts on commodity prices and supply chains; the effect of new or existing laws or regulations or tariffs and other trade measures; our inability to find suitable joint venture partners or acquisition targets or integrating the operations of future acquisitions into our operations; obtaining, maintaining and renewing governmental permits and approvals for our coal operations; the effects of asset retirement obligations, employee-related long-term liabilities and certain other liabilities; uncertainties in estimating our economically recoverable coal reserves; defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights; the outcomes of various legal proceedings, including those which are more fully described herein; the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; the potential failure to retain and attract qualified personnel of the Company; failure to maintain effective internal control over financial reporting; uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution; uncertainty regarding the timing and value of any dividends we may declare; uncertainty as to whether we will repurchase shares of our common stock; inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; the risk that the businesses of CONSOL and Arch will not be integrated successfully after the closing of the merger; the risk that the anticipated benefits of the merger may not be realized or may take longer to realize than expected; and other unforeseen factors.

All such factors are difficult to predict, are beyond Core’s control, and are subject to additional risks and uncertainties, including those detailed in Core’s annual report on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Core’s website at www.corenaturalresources.com and on the SEC’s website at http://www.sec.gov.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Core does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Source: Core Natural Resources, Inc.