Core Natural Resources, Inc 10-Q for FY2026 Q2
Core Natural Resources, Inc. (CNR)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Core Natural Resources, Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.14B
- up 3.5% from $1.1B a year earlier
- Net income
- $126.47M
- compared with a net loss of $36.56M a year earlier
- Diluted EPS
- $2.51
- compared with -$0.70 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
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.) | |||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (724 ) 416-8300
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Core Natural Resources, Inc. had 49,636,257 shares of common stock, $0.01 par value, outstanding at July 31, 2026.
TABLE OF CONTENTS
| Page | ||||||||
Condensed Consolidated Statements of Income (Loss) Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) | ||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) | ||||||||
Condensed Consolidated Balance Sheets June 30, 2026 (Unaudited) and December 31, 2025 | ||||||||
Condensed Consolidated Statements of Stockholders' Equity Three Months Ended March 31 and June 30, 2026 and 2025 (Unaudited) | ||||||||
Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2026 and 2025 (Unaudited) | ||||||||
Note 7—Cash, Cash Equivalents, Restricted Cash and Short-Term Investments | ||||||||
2
Explanatory Note
On January 14, 2025, CONSOL Energy Inc., a Delaware corporation, completed its previously announced all-stock merger of equals transaction (the “Merger”) with Arch Resources, Inc., a Delaware corporation (“Arch”), pursuant to that certain Agreement and Plan of Merger, dated as of August 20, 2024 (the “Merger Agreement”), by and among CONSOL Energy Inc., Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of CONSOL Energy Inc. (“Merger Sub”), and Arch. 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. Additionally, pursuant to the Merger Agreement, the Company was renamed “Core Natural Resources, Inc.” and began trading under the ticker symbol “CNR” on January 15, 2025.
The information set forth herein does not include the results of operations or cash flows of Arch prior to January 14, 2025. Accordingly, unless otherwise specifically noted, references herein to “Core Natural Resources,” “Core,” “we,” “our,” “us,” “our Company” and “the Company” refer only to Core Natural Resources, Inc. and its subsidiaries and do not include Arch and its subsidiaries prior to the Merger. See Note 2—Merger with Arch for further discussion of the unaudited pro forma information.
Important Definitions Referenced in this Quarterly Report on Form 10-Q
•“Core Natural Resources,” “Core,” “we,” “our,” “us,” “our Company” and “the Company” refer to Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc. before the effective time of the Merger) and its subsidiaries;
•“Arch” refers to Arch Resources, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company following the Merger;
•“Beckley” refers to the Company’s low-vol metallurgical coal mining complex located in Raleigh County, West Virginia;
•“Black Thunder” refers to one of the Company’s sub-bituminous thermal coal surface mining complexes located in Campbell County, Wyoming;
•“Coal Creek” refers to one of the Company’s sub-bituminous thermal coal surface mining complexes located in Campbell County, Wyoming;
•“Core Marine Terminal” refers to the Company’s terminal operations located in the Port of Baltimore, Maryland;
•“Dominion Terminal” refers to the Company’s terminal operations located in Newport News, Virginia operated by DTA;
•“DTA” refers to Dominion Terminal Associates LLP, a limited liability partnership, in which the Company owns a 35% interest;
•“former parent” refers to CNX Resources Corporation and its consolidated subsidiaries;
•“Itmann” refers to the Company’s low-vol metallurgical coal mining complex located in Wyoming County, West Virginia;
•“Leer” refers to the Company’s high-vol metallurgical coal mining complex located in Taylor County, West Virginia;
•“Leer South” refers to the Company’s high-vol metallurgical coal mining complex located in Barbour County, West Virginia;
•“Merger” refers to the Company’s all-stock merger of equals transaction with Arch that closed on January 14, 2025;
•“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of August 20, 2024, by and among the Company, Merger Sub and Arch;
•“Mountain Laurel” refers to the Company’s high-vol metallurgical coal mining complex located in Logan County and Boone County, West Virginia;
•“Pennsylvania Mining Complex” or “PAMC” refers to the Company’s Bailey, Enlow Fork and Harvey high calorific value thermal coal mines, and the Central Preparation Plant serving those mines, located in southwestern Pennsylvania and northern West Virginia; and
•“West Elk” refers to the Company’s high calorific value thermal coal mining complex located in Gunnison County, Colorado.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses: | |||||||||||||||||||||||
| Cost of Sales (exclusive of items shown separately below) | |||||||||||||||||||||||
| Depreciation, Depletion and Amortization | |||||||||||||||||||||||
| General and Administrative Costs | |||||||||||||||||||||||
| Other Operating Income and Expense, net | ( | ( | ( | ||||||||||||||||||||
| Income (Loss) from Operations | ( | ( | |||||||||||||||||||||
| Interest Expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest Income | |||||||||||||||||||||||
| Loss on Debt Extinguishment | ( | ||||||||||||||||||||||
| Non-Service Related Pension and Postretirement Benefit Costs | ( | ( | ( | ( | |||||||||||||||||||
| Earnings (Loss) Before Income Tax | ( | ( | |||||||||||||||||||||
| Income Tax Expense | |||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Earnings (Loss) per Share: | |||||||||||||||||||||||
| Basic Earnings (Loss) per Share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted Earnings (Loss) per Share | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Dividends Declared per Common Share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other Comprehensive Income: | |||||||||||||||||||||||
Actuarially Determined Long-Term Liability Adjustments (Net of Tax: ($ | |||||||||||||||||||||||
Unrealized Gain on Investments in Available-for-Sale Securities (Net of Tax: ($ | |||||||||||||||||||||||
| Other Comprehensive Income | |||||||||||||||||||||||
| Comprehensive Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)
| (Unaudited) | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Accounts and Notes Receivable: | |||||||||||
| Trade Receivables, net | |||||||||||
| Other Receivables, net | |||||||||||
| Inventories | |||||||||||
| Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Total Property, Plant and Equipment—Net | |||||||||||
| Other Assets: | |||||||||||
| Funds for Asset Retirement Obligations | |||||||||||
| Pension Benefits | |||||||||||
| Other Noncurrent Assets, net | |||||||||||
| Total Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in thousands, except share and per share data)
| (Unaudited) | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts Payable | $ | $ | |||||||||
| Current Portion of Long-Term Debt | |||||||||||
| Other Accrued Liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Liabilities: | |||||||||||
| Long-Term Debt | |||||||||||
| Postretirement Benefits Other Than Pensions | |||||||||||
| Pneumoconiosis Benefits | |||||||||||
| Asset Retirement Obligations | |||||||||||
| Workers’ Compensation | |||||||||||
| Pension Benefits | |||||||||||
| Deferred Income Taxes | |||||||||||
| Other Noncurrent Liabilities | |||||||||||
| Total Long-Term Liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and Contingent Liabilities (Note 14) | |||||||||||
| Stockholders' Equity: | |||||||||||
Common Stock, $ | |||||||||||
| Capital in Excess of Par Value | |||||||||||
| Retained Earnings | |||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | |||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except share and per share data)
(Unaudited)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | |||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||
Actuarially Determined Long-Term Liability Adjustments (Net of ($ | — | — | — | ||||||||||||||||||||||||||
Investments in Available-for-Sale Securities (Net of $ | — | — | — | ( | ( | ||||||||||||||||||||||||
| Comprehensive Income | — | — | |||||||||||||||||||||||||||
| Issuance of Common Stock | ( | — | — | ||||||||||||||||||||||||||
Repurchases of Common Stock ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Excise Tax on Repurchases of Common Stock | — | — | ( | — | ( | ||||||||||||||||||||||||
| Employee Stock-Based Compensation | — | — | — | ||||||||||||||||||||||||||
| Shares Withheld for Taxes | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends on Common Shares ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||
Actuarially Determined Long-Term Liability Adjustments (Net of ($ | — | — | — | ||||||||||||||||||||||||||
Investments in Available-for-Sale Securities (Net of ($ | — | — | — | ||||||||||||||||||||||||||
| Comprehensive Income | — | — | |||||||||||||||||||||||||||
Repurchases of Common Stock ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Excise Tax on Repurchases of Common Stock | — | — | ( | — | ( | ||||||||||||||||||||||||
| Employee Stock-Based Compensation | — | — | — | ||||||||||||||||||||||||||
| Shares Withheld for Taxes | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends on Common Shares ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
8
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
(Dollars in thousands, except share and per share data)
(Unaudited)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | |||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Net Loss | — | — | ( | — | ( | ||||||||||||||||||||||||
Actuarially Determined Long-Term Liability Adjustments (Net of ($ | — | — | — | ||||||||||||||||||||||||||
Investments in Available-for-Sale Securities (Net of $ | — | — | — | ( | ( | ||||||||||||||||||||||||
| Comprehensive (Loss) Income | — | — | ( | ( | |||||||||||||||||||||||||
| Issuance of Common Stock | ( | — | — | ||||||||||||||||||||||||||
| Merger with Arch | — | — | |||||||||||||||||||||||||||
Repurchases of Common Stock ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Employee Stock-Based Compensation | — | — | — | ||||||||||||||||||||||||||
| Shares Withheld for Taxes | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends on Common Shares ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Net Loss | — | — | ( | — | ( | ||||||||||||||||||||||||
Actuarially Determined Long-Term Liability Adjustments (Net of ($ | — | — | — | ||||||||||||||||||||||||||
Investments in Available-for-Sale Securities (Net of ($ | — | — | — | ||||||||||||||||||||||||||
| Comprehensive (Loss) Income | — | — | ( | ( | |||||||||||||||||||||||||
Repurchases of Common Stock ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Excise Tax on Repurchases of Common Stock | — | — | ( | — | ( | ||||||||||||||||||||||||
| Employee Stock-Based Compensation | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends on Common Shares ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
CORE NATURAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net Income (Loss) | $ | $ | ( | ||||||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: | |||||||||||
| Depreciation, Depletion and Amortization | |||||||||||
| Gain on Sale of Assets | ( | ( | |||||||||
| Stock-Based Compensation | |||||||||||
| Loss on Debt Extinguishment | |||||||||||
| Deferred Income Taxes | |||||||||||
| Loss from Equity Method Investments | |||||||||||
| Other Adjustments to Net Income (Loss) | |||||||||||
| Changes in Operating Assets: | |||||||||||
| Accounts and Notes Receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Other Current Assets | ( | ||||||||||
| Changes in Other Assets | |||||||||||
| Changes in Operating Liabilities: | |||||||||||
| Accounts Payable | ( | ( | |||||||||
| Other Operating Liabilities | ( | ( | |||||||||
| Payments on Asset Retirement Obligations | ( | ( | |||||||||
| Changes in Other Liabilities | ( | ( | |||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital Expenditures | ( | ( | |||||||||
| Proceeds from Sales of Assets | |||||||||||
| Proceeds from Sales of Short-Term Investments | |||||||||||
| Purchases of Short-Term Investments | ( | ( | |||||||||
| Net Cash and Restricted Cash Acquired from Merger | |||||||||||
| Purchase of Arch Tax-Exempt Bonds | ( | ||||||||||
| Investments in DTA | ( | ( | |||||||||
| Other Investing Activity | ( | ( | |||||||||
| Net Cash (Used in) Provided by Investing Activities | ( | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Payments on Finance Lease Obligations | ( | ( | |||||||||
| Proceeds from Long-Term Debt Issuance | |||||||||||
| Payments on Other Debt | ( | ( | |||||||||
| Shares Withheld for Taxes | ( | ( | |||||||||
| Repurchases of Common Stock | ( | ( | |||||||||
| Debt-Related Financing Fees | ( | ||||||||||
| Payments of Excise Tax on Share Repurchases | ( | ( | |||||||||
| Dividends and Dividend Equivalents Paid | ( | ( | |||||||||
| Net Cash Used in Financing Activities | ( | ( | |||||||||
| Net Increase in Cash, Cash Equivalents and Restricted Cash | |||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | |||||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | $ | |||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Equipment Financing | $ | $ | |||||||||
| Equity Issued as Consideration for Merger | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
CORE NATURAL RESOURCES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—BASIS OF PRESENTATION:
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for future periods.
The Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the Audited Consolidated Financial Statements at that date but does not include all disclosures required by GAAP. This Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
All dollar amounts discussed in these Notes to the Condensed Consolidated Financial Statements are in thousands of U.S. dollars, except for share and per share amounts, and unless otherwise indicated.
Basis of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned or controlled subsidiaries (including Arch from the date of the Merger). All significant intercompany transactions and accounts have been eliminated in consolidation. Upon closing of the Merger with Arch (see Note 2—Merger with Arch), the Company acquired a 35 % interest in the Dominion Terminal, a ground storage-to-vessel coal transloading facility in Newport News, Virginia operated by DTA. The Company has the ability to exercise significant influence, but not control, over DTA and accordingly, the investment in DTA is accounted for under the equity method.
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 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. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. These amendments may be applied either prospectively or retrospectively. 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.
Earnings (Loss) per Share
Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted-average number of shares outstanding during the reporting period. Diluted earnings (loss) per share are computed similarly to basic earnings (loss) per share, except that the weighted-average number of shares outstanding is increased to include additional shares from restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities, as applicable, were used to acquire shares of common stock at the average market price during the reporting period.
11
The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Anti-Dilutive Restricted Stock Units | |||||||||||||||||||||||
| Anti-Dilutive Performance Share Units | |||||||||||||||||||||||
The computations for basic and diluted earnings (loss) per share are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-Average Shares of Common Stock Outstanding | |||||||||||||||||||||||
| Effect of Dilutive Shares | |||||||||||||||||||||||
| Weighted-Average Diluted Shares of Common Stock Outstanding | |||||||||||||||||||||||
| Earnings (Loss) per Share: | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
As of June 30, 2026, the Company had 500,000 shares of preferred stock authorized, none
Reclassifications
Certain amounts in prior periods have been reclassified to conform with the report classifications of the current period. These reclassifications had no effect on previously reported total net income (loss), total assets, total stockholders’ equity or cash flows from operating, investing and financing activities, nor do they affect key metrics used by the Company’s chief operating decision maker (“CODM”) to evaluate performance.
NOTE 2—MERGER WITH ARCH:
On January 14, 2025, Core completed its merger of equals transaction with Arch. 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 Merger, the Company issued 24.3 million shares of its common stock, which represents approximately 45 % of the issued and outstanding shares of Company common stock after giving effect to such issuance. Based upon the closing price of the Company’s common stock on January 13, 2025, the equity portion of the purchase consideration was $2,481,368 .
Prior to the closing of the Merger, on January 13, 2025, the Company purchased an aggregate principal amount of $98,075 of the outstanding (i) Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020, and (ii) Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021 (together, the “Arch Bonds”), which were issued by the West Virginia Economic Development Authority for the benefit of Arch (the “Arch Bond Purchase”). The Company also consented to the release of all liens, mortgages and security interests granted or purported to be granted pursuant to the security documents relating to the Arch Bonds and to the termination of all such security documents. The $98,075 of Arch Bonds purchased by the Company constituted all of the outstanding Arch Bonds. Upon
12
the closing of the Merger, the pre-existing contractual relationship between the Company and Arch resulting from the Arch Bond Purchase became an intercompany relationship on a consolidated basis and, as such, was effectively settled upon the closing of the Merger on January 14, 2025. As such, total consideration transferred has been adjusted for the effect of the Arch Bond Purchase and assumed liabilities exclude the obligations that were effectively settled. The settlement of this pre-existing relationship between the Company and Arch did not result in any material gain or loss. The Arch Bonds were successfully remarketed and reissued on March 27, 2025 to third-party investors. See Note 13—Long-Term Debt for additional information.
The Merger joined two proven leadership teams and operating platforms to establish Core, a premier North American coal producer and exporter of high-quality, low-cost coals with offerings ranging from metallurgical to high calorific value and other thermal coals. With mining operations and terminal facilities across six states, Core owns 11 mines, including one of the largest, lowest cost and highest calorific value thermal coal mining complexes in North America and one of the largest, lowest cost and highest quality metallurgical coal mine portfolios in the U.S. Core also has access to global markets via ownership interests in two export terminals on the U.S. Eastern seaboard, along with strategic connectivity to ports on the West Coast and the Gulf of America.
The Company recognized assets acquired and liabilities assumed at their fair value as of the closing date of the Merger. During the fourth quarter of 2025, the Company finalized the purchase price allocation.
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The following table presents the allocation of the aggregate purchase price based on the fair values of the assets acquired and liabilities assumed as of the closing date of the Merger:
| Purchase Price Allocation | ||||||||
| Total Equity Portion of Purchase Price Consideration | $ | |||||||
| Effective Settlement of Pre-Existing Relationships | ||||||||
| Total Consideration Transferred | $ | |||||||
| Assets Acquired: | ||||||||
| Cash and Cash Equivalents | $ | |||||||
| Short-Term Investments | ||||||||
| Trade Receivables, net | ||||||||
| Other Receivables, net | ||||||||
| Inventories | ||||||||
| Other Current Assets | ||||||||
| Property, Plant and Equipment, net | ||||||||
| Funds for Asset Retirement Obligations | ||||||||
| Other Noncurrent Assets, net | ||||||||
| Total Assets Acquired | $ | |||||||
| Liabilities Assumed: | ||||||||
| Accounts Payable | $ | |||||||
| Current Portion of Long-Term Debt | ||||||||
| Other Accrued Liabilities | ||||||||
| Long-Term Debt | ||||||||
| Postretirement Benefits Other Than Pensions | ||||||||
| Pneumoconiosis Benefits | ||||||||
| Asset Retirement Obligations | ||||||||
| Workers’ Compensation | ||||||||
| Pension Benefits | ||||||||
| Deferred Income Taxes | ||||||||
| Other Noncurrent Liabilities | ||||||||
| Total Liabilities Assumed | $ | |||||||
| Net Assets Acquired | $ | |||||||
The fair value and gross contractual amount of receivables acquired was $168,299 , substantially all of which was collected as of December 31, 2025.
The fair value of acquired property, plant and equipment, which primarily includes mineral reserves and real and personal property, was measured using a combination of cost and income approaches based on inputs that were not observable in the market and, as such, were Level 3 fair value measurements. Significant inputs used in the income approach included estimates of forecasted cash flows, which were impacted by estimates of realized coal prices in the determination of forecasted revenue, estimates of forecasted operating and capital expenditures, and others. Significant inputs used in the cost approach included, but were not limited to, the replacement costs for similar assets, relative age of the assets, and any potential economic or functional obsolescence associated with the assets. The application of purchase accounting resulted in fair value adjustments of approximately $1.4 billion.
As part of the purchase price allocation, the Company identified certain intangible assets and liabilities related to contracts for which the contractual terms were identified as being favorable or unfavorable in relation to then current market terms. The gross fair values of the identified intangible assets and liabilities were approximately $84 million and $37 million, which were included in Other Noncurrent Assets, net and Other Noncurrent Liabilities, respectively. The fair values of the identified intangible assets and liabilities were determined using the income approach based on inputs that
14
were not observable in the market and, as such, were Level 3 fair value measurements. Significant inputs to the valuation of the identified intangible assets and liabilities included future revenue estimates, future cost assumptions, estimated contract renewals, a discount rate assumption and an estimated required rate of return on the assets, among others. The identified intangible assets and liabilities are being amortized over each contractual term, which as of the Merger date ranged from to five years , or a weighted-average period of 1.6 years. Amortization expense was approximately $2 million and $11 million for the three months ended June 30, 2026 and 2025, respectively, and $4 million and $15 million for the six months ended June 30, 2026 and 2025, respectively. The Company expects to recognize remaining amortization expense of approximately 8 % of the total contract value in 2026, 16 % in 2027 and the remaining 2
The table below summarizes the Company’s results as though the Merger had been consummated on January 1, 2024:
| Six Months Ended June 30, 2025 | |||||||||||||||||
Revenues (a) | $ | ||||||||||||||||
Net Loss (a) | $ | ( | |||||||||||||||
(a) Pro forma information has not been provided for the three months ended June 30, 2025 since Arch was fully consolidated for the entire period. Pro forma information for the six months ended June 30, 2025 includes Arch’s historical results for the January 1, 2025 through January 13, 2025 period prior to the Merger excluding Merger-related costs.
The unaudited pro forma information is based on historical information and is adjusted for depreciation, depletion and amortization related to the fair value adjustments of property, plant and equipment and intangible assets (as discussed above), assuming the fair value adjustments had been applied from January 1, 2024. To give effect to the Merger as if it closed on January 1, 2024, the unaudited pro forma financial information for the six months ended June 30, 2025 excludes $37,692 of non-recurring pro forma adjustments (before tax) directly attributable to the Merger, which primarily comprised $35,133 of Merger-related costs incurred by the Company subsequent to the closing of the Merger and $2,559 of non-recurring expense related to the fair value adjustment to inventory. The Merger-related costs and non-recurring expense related to the fair value adjustment to inventory incurred subsequent to the closing of the Merger are included in General and Administrative Costs and Cost of Sales, respectively, in the Condensed Consolidated Statement of Income (Loss) for the six months ended June 30, 2025. Pro forma adjustments were tax-effected at the statutory tax rate of 21% for purposes of calculating net loss in the table above.
The pro forma information does not include any anticipated cost savings or other effects of the Merger. Accordingly, the unaudited pro forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations.
NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS:
The following tables disaggregate the Company’s revenue from contracts with customers by product type and market:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Domestic | Export | Total | |||||||||||||||
| Power Generation | $ | $ | $ | ||||||||||||||
| Industrial | |||||||||||||||||
| Metallurgical | |||||||||||||||||
| Total Coal Revenue | |||||||||||||||||
| Third-Party Terminal Revenue | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenue from Contracts with Customers | $ | ||||||||||||||||
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| Three Months Ended June 30, 2025 | |||||||||||||||||
| Domestic | Export | Total | |||||||||||||||
| Power Generation | $ | $ | $ | ||||||||||||||
| Industrial | |||||||||||||||||
| Metallurgical | |||||||||||||||||
| Total Coal Revenue | |||||||||||||||||
| Third-Party Terminal Revenue | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenue from Contracts with Customers | $ | ||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Domestic | Export | Total | |||||||||||||||
| Power Generation | $ | $ | $ | ||||||||||||||
| Industrial | |||||||||||||||||
| Metallurgical | |||||||||||||||||
| Total Coal Revenue | |||||||||||||||||
| Third-Party Terminal Revenue | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenue from Contracts with Customers | $ | ||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Domestic | Export | Total | |||||||||||||||
| Power Generation | $ | $ | $ | ||||||||||||||
| Industrial | |||||||||||||||||
| Metallurgical | |||||||||||||||||
| Total Coal Revenue | |||||||||||||||||
| Third-Party Terminal Revenue | |||||||||||||||||
| Other Revenue | |||||||||||||||||
| Total Revenue from Contracts with Customers | $ | ||||||||||||||||
Outstanding Performance Obligations
As of June 30, 2026, the Company had outstanding performance obligations to deliver coal related to contracts with customers. For contracts in which volumes and prices per ton were fixed or reasonably estimable, future estimated revenue totaled approximately $3.6 billion. The Company expects to satisfy approximately 30 % of the committed tons in 2026, 37 % in 2027 and the remainder thereafter. Actual revenue recognized related to these contracts may differ materially due to price adjustments for coal quality and cost escalations, volume optionality provisions or other contractual terms. Revenue associated with contracts containing variable-based pricing mechanisms has been excluded from the figures above as it cannot be reasonably estimated.
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NOTE 4—COMPONENTS OF PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS NET PERIODIC BENEFIT COSTS:
The components of Net Periodic Benefit Cost were as follows:
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Service Cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected Return on Plan Assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of Prior Service Credits | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Recognized Net Actuarial Loss (Gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net Periodic Benefit Cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Service costs related to pension and other postretirement benefits are reflected in Cost of Sales in the Condensed Consolidated Statements of Income (Loss). All other expenses related to pension and other postretirement benefits are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Condensed Consolidated Statements of Income (Loss). Amounts reclassified out of accumulated other comprehensive (loss) income are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Condensed Consolidated Statements of Income (Loss).
NOTE 5—COMPONENTS OF COAL WORKERS' PNEUMOCONIOSIS (CWP) AND WORKERS' COMPENSATION NET PERIODIC BENEFIT COSTS:
The components of Net Periodic Benefit Cost were as follows:
| CWP | Workers' Compensation | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Service Cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest Cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Recognized Net Actuarial Loss (Gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| State Administrative Fees and Insurance Bond Premiums | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Periodic Benefit Cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Insured Workers’ Compensation Fees and Assessments | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Workers’ Compensation Expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Service costs, state administrative fees and insurance bond premiums and insured workers’ compensation fees and assessments related to CWP and workers’ compensation are reflected in Cost of Sales in the Condensed Consolidated Statements of Income (Loss). All other expenses related to CWP and workers’ compensation are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Condensed Consolidated Statements of Income (Loss). Amounts reclassified out of accumulated other comprehensive (loss) income are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Condensed Consolidated Statements of Income (Loss).
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NOTE 6—INCOME TAXES:
The income tax expense for the three and six months ended June 30, 2026 of $16,503 and $16,076 , respectively, or effective tax rates of 11.5 % and 9.8 % of earnings before income tax, respectively, was based on the Company’s annual estimated income tax rate adjusted for discrete items. The effective tax rates for the three and six months ended June 30, 2026 differed from the U.S. federal statutory rate of 21
The income tax expense for the three and six months ended June 30, 2025 of $7,116 and $2,900 , respectively, or effective tax rates of (24.2 %) and (2.8 %) of loss before income tax, respectively, was based on the Company’s annual estimated income tax rate adjusted for discrete items. The effective tax rates for the three and six months ended June 30, 2025 differed from the U.S. federal statutory rate of 21
NOTE 7—CASH, CASH EQUIVALENTS, RESTRICTED CASH AND SHORT-TERM INVESTMENTS:
The following table disaggregates the Company’s cash, cash equivalents and restricted cash, which reconciles to the total shown on the Condensed Consolidated Statements of Cash Flows:
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
Restricted Cash—Current (a) | |||||||||||
Restricted Cash—Noncurrent (a) | |||||||||||
| Cash, Cash Equivalents and Restricted Cash | $ | $ | |||||||||
(a) Restricted Cash—Current and Restricted Cash—Noncurrent are included in Other Current Assets and Funds for Asset Retirement Obligations, respectively, in the accompanying Condensed Consolidated Balance Sheets.
The components of cash, cash equivalents and restricted cash as of December 31, 2025 and 2024 are disclosed in Note 6 in the Notes to the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 17, 2026.
The Company has invested in marketable debt securities, primarily comprising highly liquid U.S. Treasury securities. These investments are held in the custody of financial institutions. The securities outstanding are classified as available-for-sale securities, mature within 12 months of the acquisition date and are classified as current assets accordingly.
The Company's investments in available-for-sale securities were as follows:
| June 30, 2026 | |||||||||||||||||||||||||||||
| Amortized Cost | Allowance for Credit Losses | Gross Unrealized | |||||||||||||||||||||||||||
| Gains | Losses | Fair Value | |||||||||||||||||||||||||||
| U.S. Treasury Securities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
Available-for-sale investments are reported at fair value in Other Current Assets in the accompanying Condensed Consolidated Balance Sheet, and any unrealized gains or losses are recognized in Accumulated Other Comprehensive Loss. Any unrealized gains or losses in the Company's portfolio are a result of normal market fluctuations. Interest and dividends are included in net income (loss) when earned.
NOTE 8—CREDIT LOSSES:
Trade receivables are recorded at the invoiced amount. Credit is extended based on the Company’s assessment of several factors, including, but not limited to, a customer’s financial condition and ability to perform its obligations. Trade receivable balances are monitored against approved credit terms. Credit terms are reviewed and adjusted as considered necessary based on changes to a customer’s credit profile. If a customer’s credit deteriorates, the Company may reduce credit risk exposure by reducing credit terms, obtaining letters of credit, obtaining credit insurance or requiring pre-
18
payment for shipments. Other non-trade contractual arrangements consist primarily of overriding royalty agreements and other financial arrangements between the Company and various counterparties.
The Company may be at risk of exposure to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade and other accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts may be necessary from time to time and are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliations, dispute resolution, payment confirmation and consideration of macroeconomic conditions and customers’ financial conditions. Balances are written off when deemed uncollectible.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes to the assessment of anticipated payment, changes in economic conditions, current industry trends in the markets the Company serves and changes in the financial health of the Company’s counterparties.
The following table provides a reconciliation of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable and other non-trade contractual arrangements to present the net amount expected to be collected:
| Trade Receivables | Other Non-Trade Contractual Arrangements | ||||||||||
| Beginning Balance, December 31, 2025 | $ | $ | |||||||||
| Provision for Expected Credit Losses | |||||||||||
| Ending Balance, June 30, 2026 | $ | $ | |||||||||
NOTE 9—INVENTORIES:
Inventories consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Coal | $ | $ | |||||||||
| Supplies | |||||||||||
| Total Inventories | $ | $ | |||||||||
NOTE 10—ACCOUNTS RECEIVABLE SECURITIZATION:
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. On July 28, 2025, the Company and certain of its subsidiaries entered into (i) that certain Receivables Financing Agreement (the “Receivables Financing Agreement”), by and among Core Receivable Company, LLC, as borrower (“Core Receivable”), Core Sales, LLC, as the initial servicer (the “Servicer”), PNC Bank, National Association (“PNC”), as administrative agent and LC bank, PNC Capital Markets LLC (“PNC CM”), as structuring agent, and the lenders from time to time party thereto; (ii) that certain Third Amended and Restated Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Core Receivable, the Servicer and Arch, as transferor; (iii) that certain Third Amended and Restated Purchase and Sale Agreement (the “Purchase and Sale Agreement”), by and among Arch, the Servicer and the originators party thereto; and (iv) that certain Fifth Amended and Restated Performance Guaranty (the “Performance Guaranty” and, together with the Receivables Financing Agreement, the Sale and Contribution Agreement and the Purchase and Sale Agreement, the “Receivables Documents”), by the Company, in favor of PNC as administrative agent. With entry into the Receivables Documents, legacy Arch’s securitization facility was amended and restated in its entirety to, among other
19
things, consolidate facilities and extend the maturity date to July 27, 2028, and legacy CONSOL’s securitization facility was terminated effective July 28, 2025.
Pursuant to the Receivables Documents, 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, all wholly-owned subsidiaries of the Company, sell or contribute trade receivables to Core Receivable, a special purpose vehicle and wholly-owned subsidiary of the Company (together with the special purpose vehicle associated with legacy CONSOL’s securitization facility, the “SPVs”). 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.
Loans under the Receivables Financing Agreement accrue interest at a reserve-adjusted market index rate equal to the applicable term Secured Overnight Financing Rate (“SOFR”) 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. 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.
At June 30, 2026, the Company’s eligible accounts receivable yielded $209,823 of borrowing capacity. At June 30, 2026, the facility had no outstanding borrowings and $158,282 of letters of credit outstanding, leaving $51,541 of unused borrowing capacity. At December 31, 2025, the Company’s eligible accounts receivable yielded $185,122 of borrowing capacity. At December 31, 2025, the facility had no outstanding borrowings and $158,282 of letters of credit outstanding, leaving $26,840 of unused borrowing capacity. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.
NOTE 11—PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Plant and Equipment | $ | $ | |||||||||
| Coal Properties and Surface Lands | |||||||||||
| Mine Development | |||||||||||
| Airshafts | |||||||||||
| Advance Mining Royalties | |||||||||||
| Total Property, Plant and Equipment | |||||||||||
| Less: Accumulated Depreciation, Depletion and Amortization | |||||||||||
| Total Property, Plant and Equipment—Net | $ | $ | |||||||||
As of June 30, 2026 and December 31, 2025, property, plant and equipment included gross assets under finance leases of $156,689 and $71,462 , respectively. Accumulated amortization for finance leases was $32,549 and $15,230 at June 30, 2026 and December 31, 2025, respectively. Amortization expense for assets under finance leases was $12,169 and $2,882 for the three months ended June 30, 2026 and 2025, respectively, and $18,067 and $5,957 for the six months ended June 30, 2026 and 2025, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Condensed Consolidated Statements of Income (Loss).
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NOTE 12—OTHER ACCRUED LIABILITIES:
Other accrued liabilities consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Subsidence Liability | $ | $ | |||||||||
| Accrued Compensation and Benefits | |||||||||||
| Accrued Other Taxes | |||||||||||
| Other | |||||||||||
| Current Portion of Long-Term Liabilities: | |||||||||||
| Asset Retirement Obligations | |||||||||||
| Pneumoconiosis Benefits | |||||||||||
| Workers' Compensation | |||||||||||
| Postretirement Benefits Other than Pensions | |||||||||||
| Total Other Accrued Liabilities | $ | $ | |||||||||
NOTE 13—LONG-TERM DEBT:
Long-term debt consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
Finance Lease Obligations ( | $ | $ | |||||||||
WVEDA Solid Waste Disposal Facility Revenue Bonds at | |||||||||||
MEDCO Port Facilities Refunding Revenue Bonds at | |||||||||||
PEDFA Solid Waste Disposal Facility Revenue Bonds at | |||||||||||
Advance Royalty Commitments ( | |||||||||||
Equipment Financing ( | |||||||||||
| Other Debt Arrangements | |||||||||||
| Less: Unamortized Debt Issuance Costs | ( | ( | |||||||||
| Less: Current Portion of Long-Term Debt | ( | ( | |||||||||
| Long-Term Debt | $ | $ | |||||||||
Revolving Credit Facility
In November 2017, the Company entered into a revolving credit facility with PNC (as amended, the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger. This amendment increased the available revolving commitments from $355 million to $600 million and extended the scheduled maturity date to April 30, 2029, provided that, if any of the MEDCO Bonds or PEDFA Bonds (as defined below) and any subsequent refinancings thereof remain outstanding 91 days prior to their stated maturity and our specified liquidity, as measured under the Revolving Credit Facility, is less than $250 million at that time, the maturity date of the Revolving Credit Facility will be such date. Additionally, the Company reduced the applicable interest rate margin on its borrowings and letters of credit under the Revolving Credit Facility by 75 basis points.
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. The applicable margin for the Revolving Credit Facility depends on the Company’s total net leverage ratio, and this rate resets quarterly. Obligations under the Revolving Credit Facility are guaranteed by (i) all owners of the PAMC held by the Company and (ii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger. The obligations are secured by, subject to certain exceptions (including a limitation on pledges of equity
21
interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company’s and certain subsidiaries’ significant assets.
The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments and prepayments of junior indebtedness. The Revolving Credit Facility also includes financial covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations and gains and losses on debt extinguishment. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA. The minimum interest coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense. Consolidated Cash Interest Expense, as used in the covenant calculation, includes cash interest payments, net of any cash interest income. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum interest coverage ratio shall be 3.00 to 1.00.
The Company’s first lien gross leverage ratio was 0.19 to 1.00 at June 30, 2026. The Company’s total net leverage ratio was (0.05 ) to 1.00 at June 30, 2026. The Company’s interest coverage ratio was 32.65 to 1.00 at June 30, 2026. The Company was in compliance with all covenants under the Revolving Credit Facility as of June 30, 2026.
At June 30, 2026, the Revolving Credit Facility had no borrowings outstanding and $109,351 of letters of credit outstanding, leaving $490,649 of unused borrowing capacity. At December 31, 2025, the Revolving Credit Facility had no borrowings outstanding and $110,098 of letters of credit outstanding, leaving $489,902 of unused borrowing capacity. 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. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.
The SPVs are not guarantors of the Revolving Credit Facility, and the SPVs hold the assets pledged to the lenders or sell the assets to the lenders in the securitization facility. The SPVs had total assets of $354,438 and $350,156 , mainly comprising $351,761 and $347,093 trade receivables, net, at June 30, 2026 and December 31, 2025, respectively. Net income attributable to the SPVs was $1,549 and $1,734 for the three months ended June 30, 2026 and 2025, respectively, and $2,506 and $4,632 for the six months ended June 30, 2026 and 2025, respectively, which was primarily attributable to intercompany fees paid to purchase the receivables, which have been eliminated in the condensed consolidated financial statements contained within this Report. During the six months ended June 30, 2026 and 2025, there were no
Series 2025 Bonds
In connection with the Merger, on January 13, 2025, the Company purchased the Arch Bonds. The Company also consented to the release of all liens, mortgages and security interests granted or purported to be granted pursuant to the security documents relating to the Arch Bonds and to the termination of all such security documents. The $98,075 of Arch Bonds purchased by the Company constituted all of the outstanding Arch Bonds.
On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority (“PEDFA”) in the aggregate principal amount of $97,560 (the “PEDFA Bonds”), at a fixed rate of 5.45 % for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC CM, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the “Underwriters”), PEDFA and the Company; (ii) the Maryland Economic Development Corporation (“MEDCO”) in the aggregate principal amount of $102,865 (the “MEDCO Bonds”), at a fixed rate of 5.00 % for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, MEDCO and the Company; and (iii) the West Virginia Economic Development Authority (“WVEDA”) in the aggregate principal amount of $106,355 (the “WVEDA Bonds” and together with the PEDFA Bonds and the MEDCO Bonds, the “Series 2025 Bonds”), at a fixed rate of 5.45 % for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, WVEDA and the Company.
The Company used (i) a portion of the proceeds of the PEDFA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the
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Central Preparation Plant in West Finley, Pennsylvania in part by refunding in full PEDFA’s outstanding $75,000 Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MEDCO 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 MEDCO’s outstanding $102,865 Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of the proceeds of the WVEDA 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 WVEDA’s outstanding $53,090 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $44,985 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.
The (i) PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”), dated March 1, 2025, by and between PEDFA and Wilmington Trust, National Association, as trustee (the “Trustee”), and PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “PEDFA Loan Agreement”), between PEDFA and the Company; (ii) MEDCO Bonds were issued pursuant to an indenture (the “MEDCO Indenture”), dated March 1, 2025, by and between MEDCO and the Trustee, and MEDCO made a loan of the proceeds of the MEDCO Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “MEDCO Loan Agreement”), between MEDCO and the Company; and (iii) WVEDA Bonds were issued pursuant to an indenture (the “WVEDA Indenture” and together with the PEDFA Indenture and the MEDCO Indenture, the “Series 2025 Bonds Indentures”), dated March 1, 2025, by and between WVEDA and the Trustee, and WVEDA made a loan of the proceeds of the WVEDA Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the “WVEDA Loan Agreement” and together with the PEDFA Loan Agreement and MEDCO Loan Agreement, the “Loan Agreements”), between WVEDA 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 Series 2025 Bonds or under the respective Series 2025 Bonds Indentures.
As a result of these transactions, a loss of $11,680 was incurred and is included in Loss on Debt Extinguishment on the Condensed Consolidated Statements of Income (Loss) for the six months ended June 30, 2025.
NOTE 14—COMMITMENTS AND CONTINGENT LIABILITIES:
The Company is subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations including environmental remediation, employment and contract disputes and other claims and actions arising out of the normal course of business. The Company accrues the estimated loss for these lawsuits and claims when the loss is probable and reasonably estimable. The Company’s estimated accruals related to pending claims not discussed below, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of the Company as of June 30, 2026. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the Company’s financial position, results of operations or cash flows; however, such amounts cannot be reasonably estimated. The amount claimed against the Company as of June 30, 2026 is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case.
United Mine Workers of America 1992 Benefit Plan Litigation: In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with the Company’s former parent, pursuant to which Murray acquired the stock of Consolidation Coal Company and certain subsidiaries and certain other assets and liabilities. At the time of sale, the liabilities included certain retiree medical liabilities under the Coal Industry Retiree Health Benefit Act of 1992 (“Coal Act”) and certain federal black lung liabilities under the Black Lung Benefits Act (“BLBA”). Murray filed for Chapter 11 bankruptcy in October 2019. As part of the bankruptcy proceedings, Murray unilaterally entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (the “1992 Benefit Plan”) to transfer retirees in the Murray Energy Section 9711 Plan to the 1992 Benefit Plan. This was approved by the bankruptcy court on April 30, 2020. 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”). 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. On September 11, 2020, the defendants in the 1992 Plan Lawsuit filed a Motion to Dismiss Plaintiffs’ Second Amended Complaint which was denied by the Court on March 29, 2022. In October 2025, both parties filed a motion for summary judgment. In the 1992 Benefit Plan’s summary judgment motion, it alleged it is entitled to recover reimbursement for unpaid monthly benefits premiums from the beginning of the lawsuit to present in the amount of $64.8 million, plus interest and damages totaling $25.6 million, as well as an unspecified amount of attorneys’ fees. Based upon limited information available at the time of
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the Murray bankruptcy, the Company estimated that the future annual servicing costs of these liabilities in 2026 are approximately $10.0 million, and the annual servicing cost would decline each year since the beneficiaries of the Coal Act consist principally of miners who retired prior to 1994. No ruling has been issued by the judge. The Company will continue to vigorously defend any claims that attempt to transfer any of such liabilities directly or indirectly to the Company, including raising all applicable defenses against the 1992 Benefit Plan’s suit. With respect to this lawsuit, while a loss is reasonably possible, it is not probable and, as a result, no accrual has been recorded.
The Company and various subsidiaries are defendants in certain other legal proceedings. In the opinion of management, based upon an investigation of these matters and discussion with legal counsel, the ultimate outcome of such other legal proceedings, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity.
Employee-related financial guarantees have primarily been provided to support the 1992 Benefit Plan and federal black lung and various state workers’ compensation self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other financial guarantees have been extended to support sales contracts, insurance policies, surety indemnity agreements, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments. Certain letters of credit included in the table below were issued against other commitments included in this table. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these commitments are recorded as liabilities in the financial statements. The Company’s management believes that these commitments will not have a material adverse effect on the Company’s financial condition. The following is a summary of the financial guarantees and letters of credit to certain third parties as of June 30, 2026:
| Amount of Commitment Expiration per Period | |||||||||||||||||||||||||||||
| Total Amounts Committed | Less Than 1 Year | 1-3 Years | 3-5 Years | Beyond 5 Years | |||||||||||||||||||||||||
| Letters of Credit: | |||||||||||||||||||||||||||||
| Employee-Related | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Environmental | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total Letters of Credit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Surety Bonds: | |||||||||||||||||||||||||||||
| Employee-Related | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Environmental | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total Surety Bonds | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The Company regularly evaluates the likelihood of default for all guarantees based on an expected loss analysis and records the fair value, if any, of its guarantees as an obligation in the financial statements.
Business Interruption Insurance Recoveries
On March 26, 2024, a container ship struck a support column of the Francis Scott Key Bridge in Baltimore, Maryland causing it to collapse, which suspended vessel access to, and export capability from, the Core Marine Terminal, located in the Port of Baltimore. On May 20, 2024, a limited access channel in the Chesapeake Bay was opened to commercial vessel traffic; the permanent 700-foot wide, 50-foot deep channel was restored and opened on June 10, 2024. Total insurance recoveries related to the Francis Scott Key Bridge collapse business interruption insurance claim were $40,000 , of which $6,135 and $997 were recorded in the six months ended June 30, 2026 and 2025, respectively, in Other Operating Income and Expense, net on the Condensed Consolidated Statements of Income (Loss).
On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia, prompting the Company to temporarily seal the active longwall panel. Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. However, on June 26, 2025, the operating team found it necessary to evacuate the mine again and begin restoring pumpable seals to the affected area in the wake of an increase in
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carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area. Total insurance recoveries related to the Leer South insurance claim were $154,500 , of which $114,934
NOTE 15—DERIVATIVES:
Diesel Price Risk Management Positions
The Company may sell or purchase forward contracts, swaps and options in the over-the-counter diesel market in order to manage its exposure to diesel prices. The Company has exposure to the risk of fluctuating diesel prices related to the amount of diesel fuel consumed during its operations. As of June 30, 2026 and December 31, 2025, the Company held diesel-related financial contracts to buy an aggregate notional volume of 1.2 million gallons and 3.6 million gallons, respectively, which will be settled throughout 2026.
The Company has master netting agreements with all of its counterparties that allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company's credit exposure related to these counterparties to the extent the Company has any liability to such counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the Condensed Consolidated Balance Sheets. At June 30, 2026 and December 31, 2025, the net fair value of derivatives was $1,114 and $345 , respectively, which were included in Other Current Assets in the accompanying Condensed Consolidated Balance Sheets.
The Company did not apply cash flow hedge accounting treatment for its commodity derivative financial instruments; therefore, changes in fair value, including accruals for cash payments and unrealized and realized gains and losses, are reflected in current earnings. During the three and six months ended June 30, 2026, the Company recorded changes in fair value totaling net gains of $111 and $3,276 , respectively, in Other Operating Income and Expense, net on the accompanying Condensed Consolidated Statements of Income (Loss).
The Company classifies the cash effects of its derivatives within the Cash Flows from Operating Activities section of the Condensed Consolidated Statements of Cash Flows.
NOTE 16—FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, including SOFR-based discount rates and U.S. Treasury-based rates, while unobservable inputs reflect the Company’s own assumptions of what market participants would use.
The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:
Level 1 - Quoted prices for identical instruments in active markets. The Company’s Level 1 assets include marketable securities.
Level 2 - The fair values of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including SOFR-based discount rates and U.S. Treasury-based rates. The Company’s Level 2 assets include diesel commodity contracts with fair values derived from quoted prices in over-the-counter markets.
Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity.
In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.
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The financial instruments measured at fair value on a recurring basis are summarized below:
| Fair Value Measurements at | Fair Value Measurements at | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| U.S. Treasury Securities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Water Treatment Trust Funds (a) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Commodity Derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) The water treatment trust funds are included in Funds for Asset Retirement Obligations in the accompanying Condensed Consolidated Balance Sheets.
The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:
Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.
The carrying amounts and fair values of financial instruments for which the fair value option was not elected were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Long-Term Debt (Excluding Debt Issuance Costs) | $ | $ | $ | $ | |||||||||||||||||||
Certain of the Company’s debt is actively traded on a public market and, as a result, constitutes Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitutes Level 2 fair value measurements.
NOTE 17—SEGMENT INFORMATION:
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management to make decisions on and assess performance of the Company’s reportable segments. The Company presently consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the Powder River Basin (“PRB”) segment; and (4) the Core Marine Terminal segment. The Company manages its segments by market and coal quality, not by individual mining complex or geographic region. The High CV Thermal segment consists of the Company’s Pennsylvania Mining Complex and the West Elk mine located in Colorado. The Metallurgical segment consists of the Company’s Leer, Leer South, Beckley, Mountain Laurel and Itmann coal mines in West Virginia. The PRB segment consists of the Company’s Black Thunder and Coal Creek surface mining complexes located in Wyoming. The Core Marine Terminal segment consists of the Company’s coal export terminal operations in the Port of Baltimore.
The Company’s CODM is the chief executive officer, who utilizes Adjusted EBITDA to monitor each segment. Adjusted EBITDA removes financial activity not related to ongoing operations, which allows for a review of more streamlined operating results. It is used by the CODM to review the budget versus actual results and to evaluate the operating performance of each segment. This review and evaluation is utilized by the CODM to determine the best allocation of resources across the segments and for other business purposes.
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Reportable segment results for the three months ended June 30, 2026 are:
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Total | |||||||||||||||||||||||||
| Revenues from External Customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Intersegment Revenues | |||||||||||||||||||||||||||||
| $ | |||||||||||||||||||||||||||||
| Reconciliation of Revenue: | |||||||||||||||||||||||||||||
Other Revenues (a) | |||||||||||||||||||||||||||||
| Elimination of Intersegment Revenues | ( | ||||||||||||||||||||||||||||
| Total Consolidated Revenues | |||||||||||||||||||||||||||||
Less: (b) | |||||||||||||||||||||||||||||
| Cash Costs of Revenue | |||||||||||||||||||||||||||||
| Transportation Costs | |||||||||||||||||||||||||||||
Other Segment Items (c) | ( | ||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Reconciliation of Segment Profit or Loss Measure to Consolidated Earnings Before Income Tax: | |||||||||||||||||||||||||||||
Other Profit or Loss (a) | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ( | ||||||||||||||||||||||||||||
| General and Administrative Costs | ( | ||||||||||||||||||||||||||||
| Interest Expense | ( | ||||||||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||||||||
| Non-Service Related Pension and Postretirement Benefit Costs | ( | ||||||||||||||||||||||||||||
| Closed and Idle Mine Costs | ( | ||||||||||||||||||||||||||||
| Other Operating Expense, net | ( | ||||||||||||||||||||||||||||
| Other Costs | ( | ||||||||||||||||||||||||||||
| Earnings Before Income Tax | $ | ||||||||||||||||||||||||||||
(a) Revenue and profit or loss from segments below the quantitative thresholds are attributable to the revenue and expense from various corporate and diversified business activities excluded from our reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(c) Other segment items include insurance proceeds associated with the Leer South combustion-related event.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | ||||||||||||||||||||||||||||||
Segment Assets (b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Includes various corporate and diversified business activities excluded from our reportable segments to reconcile to consolidated totals.
(b) Represents assets as of June 30, 2026.
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Reportable segment results for the three months ended June 30, 2025 are:
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Total | |||||||||||||||||||||||||
| Revenues from External Customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Intersegment Revenues | |||||||||||||||||||||||||||||
| $ | |||||||||||||||||||||||||||||
| Reconciliation of Revenue: | |||||||||||||||||||||||||||||
Other Revenues (a) | |||||||||||||||||||||||||||||
| Elimination of Intersegment Revenues | ( | ||||||||||||||||||||||||||||
| Total Consolidated Revenues | |||||||||||||||||||||||||||||
Less: (b) | |||||||||||||||||||||||||||||
| Cash Costs of Revenue | |||||||||||||||||||||||||||||
| Transportation Costs | |||||||||||||||||||||||||||||
Other Segment Items (c) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of Segment Profit or Loss Measure to Consolidated Loss Before Income Tax: | |||||||||||||||||||||||||||||
Other Profit or Loss (a) | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ( | ||||||||||||||||||||||||||||
| General and Administrative Costs | ( | ||||||||||||||||||||||||||||
| Interest Expense | ( | ||||||||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||||||||
| Non-Service Related Pension and Postretirement Benefit Costs | ( | ||||||||||||||||||||||||||||
| Closed and Idle Mine Costs | ( | ||||||||||||||||||||||||||||
| Other Operating Expense, net | ( | ||||||||||||||||||||||||||||
| Other Costs | ( | ||||||||||||||||||||||||||||
| Loss Before Income Tax | $ | ( | |||||||||||||||||||||||||||
(a) Revenue and profit or loss from segments below the quantitative thresholds are attributable to the revenue and expense from various corporate and diversified business activities excluded from our reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(c) Other segment items include fire extinguishment and idle costs associated with the Leer South combustion-related event.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | ||||||||||||||||||||||||||||||
Segment Assets (b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Includes various corporate and diversified business activities excluded from our reportable segments to reconcile to consolidated totals.
(b) Represents assets as of June 30, 2025.
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Reportable segment results for the six months ended June 30, 2026 were as follows:
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Total | |||||||||||||||||||||||||
| Revenues from External Customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Intersegment Revenues | |||||||||||||||||||||||||||||
| $ | |||||||||||||||||||||||||||||
| Reconciliation of Revenue: | |||||||||||||||||||||||||||||
Other Revenues (a) | |||||||||||||||||||||||||||||
| Elimination of Intersegment Revenues | ( | ||||||||||||||||||||||||||||
| Total Consolidated Revenues | |||||||||||||||||||||||||||||
Less: (b) | |||||||||||||||||||||||||||||
| Cash Costs of Revenue | |||||||||||||||||||||||||||||
| Transportation Costs | |||||||||||||||||||||||||||||
Other Segment Items (c) | ( | ||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Segment Profit or Loss Measure to Consolidated Earnings Before Income Tax: | |||||||||||||||||||||||||||||
Other Profit or Loss (a) | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ( | ||||||||||||||||||||||||||||
| General and Administrative Costs | ( | ||||||||||||||||||||||||||||
| Interest Expense | ( | ||||||||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||||||||
| Non-Service Related Pension and Postretirement Benefit Costs | ( | ||||||||||||||||||||||||||||
| Closed and Idle Mine Costs | ( | ||||||||||||||||||||||||||||
| Other Operating Expense, net | ( | ||||||||||||||||||||||||||||
| Other Costs | ( | ||||||||||||||||||||||||||||
| Earnings Before Income Tax | $ | ||||||||||||||||||||||||||||
(a) Revenue and profit or loss from segments below the quantitative thresholds are attributable to the revenue and expense from various corporate and diversified business activities excluded from our reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(c) Other segment items include insurance proceeds associated with the Leer South combustion-related event.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | ||||||||||||||||||||||||||||||
Segment Assets (b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Includes various corporate and diversified business activities excluded from our reportable segments to reconcile to consolidated totals.
(b) Represents assets as of June 30, 2026.
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Reportable segment results for the six months ended June 30, 2025 were as follows:
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Total | |||||||||||||||||||||||||
| Revenues from External Customers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Intersegment Revenues | |||||||||||||||||||||||||||||
| $ | |||||||||||||||||||||||||||||
| Reconciliation of Revenue: | |||||||||||||||||||||||||||||
Other Revenues (a) | |||||||||||||||||||||||||||||
| Elimination of Intersegment Revenues | ( | ||||||||||||||||||||||||||||
| Total Consolidated Revenues | |||||||||||||||||||||||||||||
Less: (b) | |||||||||||||||||||||||||||||
| Cash Costs of Revenue | |||||||||||||||||||||||||||||
| Transportation Costs | |||||||||||||||||||||||||||||
Other Segment Items (c) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of Segment Profit or Loss Measure to Consolidated Loss Before Income Tax: | |||||||||||||||||||||||||||||
Other Profit or Loss (a) | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ( | ||||||||||||||||||||||||||||
| General and Administrative Costs | ( | ||||||||||||||||||||||||||||
| Interest Expense | ( | ||||||||||||||||||||||||||||
| Interest Income | |||||||||||||||||||||||||||||
| Loss on Debt Extinguishment | ( | ||||||||||||||||||||||||||||
| Non-Service Related Pension and Postretirement Benefit Costs | ( | ||||||||||||||||||||||||||||
| Closed and Idle Mine Costs | ( | ||||||||||||||||||||||||||||
| Other Operating Income, net | |||||||||||||||||||||||||||||
| Other Costs | ( | ||||||||||||||||||||||||||||
| Loss Before Income Tax | $ | ( | |||||||||||||||||||||||||||
(a) Revenue and profit or loss from segments below the quantitative thresholds are attributable to the revenue and expense from various corporate and diversified business activities excluded from our reportable segments.
(b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(c) Other segment items include fire extinguishment and idle costs associated with the Leer South combustion-related event.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | ||||||||||||||||||||||||||||||
Segment Assets (b) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(a) Includes various corporate and diversified business activities excluded from our reportable segments to reconcile to consolidated totals.
(b) Represents assets as of June 30, 2025.
In the three and six months ended June 30, 2026 and 2025, no individual customer accounted for more than 10% of consolidated revenues.
NOTE 18—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. 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 under the
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Revolving Credit Facility and the Series 2025 Bonds Indentures that may limit or restrict the Company’s ability to repurchase shares of its common stock.
Under the terms of the program, the Company is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. The Company is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases are to be funded from available cash on hand or short-term borrowings. The program does not obligate the Company to make any repurchases, and the program can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements as well as any covenants or other requirements included in the Company’s credit agreements, receivables purchase agreements and indentures.
During the six months ended June 30, 2026 and 2025, the Company repurchased and retired 1,184,504 and 2,553,199 shares, respectively, of the Company’s common stock at an average price of $88.60 and $71.73 per share, respectively.
NOTE 19—SUBSEQUENT EVENTS:
On August 6, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.0 million, payable on September 18, 2026 to all stockholders of record as of August 31, 2026.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in conjunction with the Condensed Consolidated Financial Statements and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q (“Report”). In addition, this Report should be read in conjunction with the Consolidated Financial Statements for the three-year period ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, filed on February 17, 2026. This MD&A contains forward-looking statements, and the matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.
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. 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. See Note 2—Merger with Arch in the Notes to the Condensed Consolidated Financial Statements in this Report for additional information.
Combustion-Related Activity at Leer South Mine
On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. 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. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine’s major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage by the combustion event, and major components and systems remained in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and began restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.
The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it has pursued recoveries under its relevant insurance policies. In June 2026, the Company settled the Leer South insurance claim for total recoveries of $154.5 million, of which $125.4 million and $135.1 million were recorded during the three and six months ended June 30, 2026, respectively. Of the total recoveries of $154.5 million, the portion attributable to business interruption insurance was $114.9 million, which was recorded during the three and six months ended June 30, 2026.
Our Business
We are a world-class producer and exporter of high-quality, low-cost coals, including metallurgical and thermal coals. We play an essential role in meeting the world’s growing need for energy, steel, cement and other infrastructure solutions. Our products have global access due to our ownership interests in two marine export terminals and access to several other third-party owned terminals.
The Merger joined two proven leadership teams and operating platforms to establish Core, a premier North American coal producer and exporter of high-quality, low-cost coals with offerings ranging from metallurgical to high calorific value and other thermal coals. With mining operations and terminal facilities across six states, Core owns 11 mines, including one of the largest, lowest cost and highest calorific value thermal coal mining complexes in North America and one of the largest, lowest cost and highest quality metallurgical coal mine portfolios in the U.S. Core also has access to global markets via ownership interests in two export terminals on the U.S. Eastern seaboard, along with strategic connectivity to ports on the West Coast and the Gulf of America. The combined company expects to realize meaningful operating synergies through the optimization of support functions, greatly enhanced marketing opportunities and a significantly expanded logistics network, which will enhance the Company’s ability to deliver coal reliably and efficiently to its global customers.
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Results of Operations: Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025
Revenues
The Company’s revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company’s revenues also include transloading services at the Port of Baltimore, as well as other revenues generated from customers.
Our mines in West Virginia produce a premium metallurgical product used in the global steel industry. Our surface mines in the Powder River Basin (“PRB”) produce thermal coal for sale into domestic and international markets. Our thermal longwall mines produce a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.
Consolidated revenues in the three months ended June 30, 2026 were $39 million higher than the three months ended June 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $6 million, $66 million and $4 million, respectively, which were partially offset by a decrease in the PRB segment of $39 million. The increase in the High CV Thermal segment was mainly due to slightly higher sales tons coupled with higher pricing related to increased export logistics and transportation obligations. The increase in the Metallurgical segment was primarily attributable to higher sales tons and a more favorable product mix. The decrease in the PRB segment was largely attributable to lower sales tons in the current year period. See the discussion in “Operational Performance” below for further information about segment results.
Cost of Sales
Cost of sales includes items such as direct operating costs, royalties, production taxes and credits, direct administration costs and transportation costs. Our consolidated cost of sales in the three months ended June 30, 2026 decreased $24 million compared to the three months ended June 30, 2025 principally due to decreases in the Metallurgical and PRB segments of $21 million and $15 million, respectively, partially offset by increases in the High CV Thermal and Core Marine Terminal segments of $17 million and $2 million, respectively. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. The decrease in the PRB segment was largely due to lower sales tons in the current year period. The increase in the High CV Thermal segment was primarily related to increased export logistics and transportation obligations compared to the prior year period. The remaining decrease in cost of sales was largely due to lower non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.
Depreciation, Depletion and Amortization
On a consolidated basis, depreciation, depletion and amortization costs were $167 million for the three months ended June 30, 2026, compared to $169 million for the three months ended June 30, 2025. The decrease was due to various items, none of which were individually significant in either period.
General and Administrative Costs
On a consolidated basis, general and administrative costs were $27 million for the three months ended June 30, 2026, compared to $35 million for the three months ended June 30, 2025. The $8 million decrease in the period-to-period comparison was primarily due to Merger-related costs and ongoing synergies, specifically related to lower professional and consulting services and severance and benefit costs, as well as lower headcount.
Other Operating Income and Expense, net
Other operating income and expense, net consisted of the following items:
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| Business Interruption Insurance Proceeds | $ | 115 | $ | — | $ | 115 | |||||||||||
| Royalty Income - Non-Operated Coal | 4 | 7 | (3) | ||||||||||||||
| Land Holding and Administrative Costs | (8) | (6) | (2) | ||||||||||||||
| Other | (14) | (6) | (8) | ||||||||||||||
| Total Other Operating Income and Expense, net | $ | 97 | $ | (5) | $ | 102 | |||||||||||
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Business interruption insurance proceeds recorded in the three months ended June 30, 2026 related to the Leer South insurance claim.
Other includes various items, none of which were individually significant in either period.
Interest Expense and Interest Income
On a consolidated basis, interest expense was $12 million for the three months ended June 30, 2026, compared to $10 million for the three months ended June 30, 2025. The $2 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements.
Interest income decreased $2 million in the period-to-period comparison primarily due to changes in interest rates.
Non-Service Related Pension and Postretirement Benefit Costs
Non-service related pension and postretirement benefit costs decreased $1 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.
Results of Operations: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Revenues
Consolidated revenues in the six months ended June 30, 2026 were $106 million higher than the six months ended June 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $16 million, $104 million and $7 million, respectively, partially offset by a decrease in the PRB segment of $26 million. The increase in the High CV Thermal segment was mainly due to higher sales tons, partially offset by weakened pricing. The increase in the Metallurgical segment was primarily attributable to higher sales tons and a more favorable product mix. The decrease in the PRB segment was largely attributable to lower sales tons. See the discussion in “Operational Performance” below for further information about segment results.
Cost of Sales
Our consolidated cost of sales in the six months ended June 30, 2026 decreased $15 million compared to the six months ended June 30, 2025 primarily due to a $61 million decrease in the Metallurgical segment, partially offset by increases in the High CV Thermal, PRB and Core Marine Terminal segments of $47 million, $16 million and $2 million, respectively. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. The increase in the High CV Thermal segment was primarily related to increased export logistics and transportation obligations compared to the prior year period. Our operations were impacted by increased electricity, fuel and explosives costs due to higher commodity prices compared to the prior year. The remaining decrease in cost of sales was largely due to lower non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.
Depreciation, Depletion and Amortization
On a consolidated basis, depreciation, depletion and amortization costs were $313 million for the six months ended June 30, 2026, compared to $291 million for the six months ended June 30, 2025, resulting in a $22 million increase. The increase was primarily attributable to additional assets placed into service.
General and Administrative Costs
On a consolidated basis, general and administrative costs were $63 million for the six months ended June 30, 2026, compared to $124 million for the six months ended June 30, 2025. The $61 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurred during the six months ended June 30, 2025, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining decrease related to lower headcount resulting from the synergies of the Merger.
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Other Operating Income and Expense, net
Other operating income and expense, net consisted of the following items:
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| Business Interruption Insurance Proceeds | $ | 121 | $ | 1 | $ | 120 | |||||||||||
| Royalty Income - Non-Operated Coal | 12 | 14 | (2) | ||||||||||||||
| Gain on Sale of Assets | 6 | 6 | — | ||||||||||||||
| Land Holding and Administrative Costs | (15) | (10) | (5) | ||||||||||||||
| Other | (17) | (6) | (11) | ||||||||||||||
| Total Other Operating Income and Expense, net | $ | 107 | $ | 5 | $ | 102 | |||||||||||
Business interruption insurance proceeds recorded in the six months ended June 30, 2026 related to the final resolutions of the Leer South and the Francis Scott Key Bridge collapse insurance claims.
Other includes various items, none of which were individually significant in either period.
Interest Expense and Interest Income
On a consolidated basis, interest expense was $23 million for the six months ended June 30, 2026, compared to $18 million for the six months ended June 30, 2025. The $5 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements, as well as additional interest on the Series 2025 Bonds (as defined below).
Interest income decreased $3 million in the period-to-period comparison primarily due to changes in interest rates.
Loss on Debt Extinguishment
Loss on debt extinguishment of $12 million was recorded in the six months ended June 30, 2025 due to the amendment of the Company’s Revolving Credit Facility and the refinancing of the Series 2025 Bonds.
Non-Service Related Pension and Postretirement Benefit Costs
Non-service related pension and postretirement benefit costs decreased $1 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.
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. 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.
We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. 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. 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. 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;
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•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.
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. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.
Reconciliation of Non-GAAP Financial Measures
We define realized coal revenue as revenues reported in the Condensed Consolidated Statements of Income (Loss) less transportation costs, transloading revenues and other revenues not directly attributable to coal sales. We define realized coal revenue per ton sold as realized coal revenue divided by tons sold. The following tables present reconciliations by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure (in thousands, except per ton information):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 612,122 | $ | 366,283 | $ | 148,274 | $ | 26,946 | $ | 4,393 | $ | (17,004) | $ | 1,141,014 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Realized Coal Revenue | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs, including Intersegment Transportation Costs | 122,379 | 68,808 | 2,393 | — | — | — | 193,580 | ||||||||||||||||||||||||||||||||||
| Intersegment Terminal Revenues | — | — | — | 17,004 | — | (17,004) | — | ||||||||||||||||||||||||||||||||||
| Non-Coal Revenues | — | — | — | 9,942 | 4,393 | — | 14,335 | ||||||||||||||||||||||||||||||||||
| Segment Realized Coal Revenue | $ | 489,743 | $ | 297,475 | $ | 145,881 | $ | — | $ | — | $ | — | $ | 933,099 | |||||||||||||||||||||||||||
| Tons Sold | 8,428 | 2,606 | 10,213 | ||||||||||||||||||||||||||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 58.11 | $ | 114.13 | $ | 14.28 | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 606,500 | $ | 299,994 | $ | 186,872 | $ | 22,572 | $ | 4,455 | $ | (18,032) | $ | 1,102,361 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Realized Coal Revenue | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs, including Intersegment Transportation Costs | 99,084 | 67,088 | 2,460 | — | — | — | 168,632 | ||||||||||||||||||||||||||||||||||
| Intersegment Terminal Revenues | — | — | — | 18,032 | — | (18,032) | — | ||||||||||||||||||||||||||||||||||
| Non-Coal Revenues | — | — | — | 4,540 | 4,455 | — | 8,995 | ||||||||||||||||||||||||||||||||||
| Segment Realized Coal Revenue | $ | 507,416 | $ | 232,906 | $ | 184,412 | $ | — | $ | — | $ | — | $ | 924,734 | |||||||||||||||||||||||||||
| Tons Sold | 8,388 | 2,235 | 12,556 | ||||||||||||||||||||||||||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 60.50 | $ | 104.22 | $ | 14.69 | |||||||||||||||||||||||||||||||||||
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| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,164,954 | $ | 708,618 | $ | 323,454 | $ | 51,158 | $ | 9,822 | $ | (32,714) | $ | 2,225,292 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Realized Coal Revenue | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs, including Intersegment Transportation Costs | 221,752 | 136,595 | 6,100 | — | — | — | 364,447 | ||||||||||||||||||||||||||||||||||
| Intersegment Terminal Revenues | — | — | — | 32,714 | — | (32,714) | — | ||||||||||||||||||||||||||||||||||
| Non-Coal Revenues | — | — | — | 18,444 | 9,822 | — | 28,266 | ||||||||||||||||||||||||||||||||||
| Segment Realized Coal Revenue | $ | 943,202 | $ | 572,023 | $ | 317,354 | $ | — | $ | — | $ | — | $ | 1,832,579 | |||||||||||||||||||||||||||
| Tons Sold | 16,131 | 5,057 | 22,131 | ||||||||||||||||||||||||||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 58.47 | $ | 113.11 | $ | 14.34 | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,148,586 | $ | 604,574 | $ | 349,461 | $ | 43,798 | $ | 7,650 | $ | (34,302) | $ | 2,119,767 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Realized Coal Revenue | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs, including Intersegment Transportation Costs | 192,813 | 144,070 | 5,200 | — | — | — | 342,083 | ||||||||||||||||||||||||||||||||||
| Intersegment Terminal Revenues | — | — | — | 34,302 | — | (34,302) | — | ||||||||||||||||||||||||||||||||||
| Non-Coal Revenues | — | — | — | 9,496 | 7,650 | — | 17,146 | ||||||||||||||||||||||||||||||||||
| Segment Realized Coal Revenue | $ | 955,773 | $ | 460,504 | $ | 344,261 | $ | — | $ | — | $ | — | $ | 1,760,538 | |||||||||||||||||||||||||||
| Tons Sold | 15,484 | 4,551 | 23,263 | ||||||||||||||||||||||||||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 61.73 | $ | 101.19 | $ | 14.80 | |||||||||||||||||||||||||||||||||||
The following tables present breakdowns of the realized coal revenue per ton sold for the Metallurgical segment between coking coal and thermal byproduct (in thousands, except per ton information):
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Coking Coal | Thermal Byproduct | Total Metallurgical Segment | |||||||||||||||
| Segment Realized Coal Revenue | $ | 281,670 | $ | 15,805 | $ | 297,475 | |||||||||||
| Tons Sold | 2,319 | 287 | 2,606 | ||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 121.43 | $ | 55.09 | $ | 114.13 | |||||||||||
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| Three Months Ended June 30, 2025 | |||||||||||||||||
| Coking Coal | Thermal Byproduct | Total Metallurgical Segment | |||||||||||||||
| Segment Realized Coal Revenue | $ | 217,369 | $ | 15,537 | $ | 232,906 | |||||||||||
| Tons Sold | 1,895 | 340 | 2,235 | ||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 114.71 | $ | 45.74 | $ | 104.22 | |||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Coking Coal | Thermal Byproduct | Total Metallurgical Segment | |||||||||||||||
| Segment Realized Coal Revenue | $ | 543,302 | $ | 28,721 | $ | 572,023 | |||||||||||
| Tons Sold | 4,462 | 595 | 5,057 | ||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 121.76 | $ | 48.28 | $ | 113.11 | |||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Coking Coal | Thermal Byproduct | Total Metallurgical Segment | |||||||||||||||
| Segment Realized Coal Revenue | $ | 430,451 | $ | 30,053 | $ | 460,504 | |||||||||||
| Tons Sold | 3,769 | 782 | 4,551 | ||||||||||||||
| Realized Coal Revenue per Ton Sold | $ | 114.21 | $ | 38.44 | $ | 101.19 | |||||||||||
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We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, royalties, production taxes and credits 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. We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The following tables present reconciliations by reportable segment of cash cost of coal sold and cash cost of coal sold per ton to cost of sales, the most directly comparable GAAP financial measure (in thousands, except per ton information):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Cost of Sales | $ | 447,517 | $ | 281,551 | $ | 156,069 | $ | 9,176 | $ | 11,680 | $ | (17,004) | $ | 888,989 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs | 106,412 | 67,771 | 2,393 | — | — | — | 176,576 | ||||||||||||||||||||||||||||||||||
| Intersegment Transportation Costs | 15,967 | 1,037 | — | — | — | (17,004) | — | ||||||||||||||||||||||||||||||||||
| Cost of Sales from Idled Operations | — | — | — | — | 4,287 | — | 4,287 | ||||||||||||||||||||||||||||||||||
| Insurance Reimbursements - Fire Costs | — | (10,493) | — | — | — | — | (10,493) | ||||||||||||||||||||||||||||||||||
| Terminal Operating Costs | — | — | — | 9,176 | — | — | 9,176 | ||||||||||||||||||||||||||||||||||
| Settlements of Commodity Derivatives | — | — | 1,998 | — | — | — | 1,998 | ||||||||||||||||||||||||||||||||||
| Other Non-Active Mining Costs | — | — | — | — | 7,393 | — | 7,393 | ||||||||||||||||||||||||||||||||||
| Segment Cash Cost of Coal Sold | $ | 325,138 | $ | 223,236 | $ | 151,678 | $ | — | $ | — | $ | — | $ | 700,052 | |||||||||||||||||||||||||||
| Tons Sold | 8,428 | 2,606 | 10,213 | ||||||||||||||||||||||||||||||||||||||
| Cash Cost of Coal Sold per Ton | $ | 38.58 | $ | 85.65 | $ | 14.85 | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Cost of Sales | $ | 430,142 | $ | 302,696 | $ | 170,706 | $ | 7,578 | $ | 19,484 | $ | (18,032) | $ | 912,574 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs | 82,117 | 66,023 | 2,460 | — | — | — | 150,600 | ||||||||||||||||||||||||||||||||||
| Intersegment Transportation Costs | 16,967 | 1,065 | — | — | — | (18,032) | — | ||||||||||||||||||||||||||||||||||
| Cost of Sales from Idled Operations | — | 21,243 | — | — | 4,920 | — | 26,163 | ||||||||||||||||||||||||||||||||||
| Terminal Operating Costs | — | — | — | 7,578 | — | — | 7,578 | ||||||||||||||||||||||||||||||||||
| Other Non-Active Mining Costs | — | — | — | — | 14,564 | — | 14,564 | ||||||||||||||||||||||||||||||||||
| Segment Cash Cost of Coal Sold | $ | 331,058 | $ | 214,365 | $ | 168,246 | $ | — | $ | — | $ | — | $ | 713,669 | |||||||||||||||||||||||||||
| Tons Sold | 8,388 | 2,235 | 12,556 | ||||||||||||||||||||||||||||||||||||||
| Cash Cost of Coal Sold per Ton | $ | 39.47 | $ | 95.93 | $ | 13.40 | |||||||||||||||||||||||||||||||||||
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| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Cost of Sales | $ | 874,715 | $ | 565,920 | $ | 322,605 | $ | 17,406 | $ | 20,242 | $ | (32,714) | $ | 1,768,174 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs | 191,128 | 134,505 | 6,100 | — | — | — | 331,733 | ||||||||||||||||||||||||||||||||||
| Intersegment Transportation Costs | 30,624 | 2,090 | — | — | — | (32,714) | — | ||||||||||||||||||||||||||||||||||
| Cost of Sales from Idled Operations | — | — | — | — | 8,767 | — | 8,767 | ||||||||||||||||||||||||||||||||||
| Insurance Reimbursements - Fire Costs | — | (20,216) | — | — | — | — | (20,216) | ||||||||||||||||||||||||||||||||||
| Terminal Operating Costs | — | — | — | 17,406 | — | — | 17,406 | ||||||||||||||||||||||||||||||||||
| Settlements of Commodity Derivatives | — | — | 2,231 | — | — | — | 2,231 | ||||||||||||||||||||||||||||||||||
| Other Non-Active Mining Costs | — | — | — | — | 11,475 | — | 11,475 | ||||||||||||||||||||||||||||||||||
| Segment Cash Cost of Coal Sold | $ | 652,963 | $ | 449,541 | $ | 314,274 | $ | — | $ | — | $ | — | $ | 1,416,778 | |||||||||||||||||||||||||||
| Tons Sold | 16,131 | 5,057 | 22,131 | ||||||||||||||||||||||||||||||||||||||
| Cash Cost of Coal Sold per Ton | $ | 40.48 | $ | 88.89 | $ | 14.20 | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Idle and Other | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||
| Cost of Sales | $ | 827,432 | $ | 626,859 | $ | 306,604 | $ | 15,403 | $ | 40,874 | $ | (34,302) | $ | 1,782,870 | |||||||||||||||||||||||||||
| Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold | |||||||||||||||||||||||||||||||||||||||||
| Transportation Costs | 160,292 | 142,289 | 5,200 | — | — | — | 307,781 | ||||||||||||||||||||||||||||||||||
| Intersegment Transportation Costs | 32,521 | 1,781 | — | — | — | (34,302) | — | ||||||||||||||||||||||||||||||||||
| Cost of Sales from Idled Operations | — | 57,649 | — | — | 9,564 | — | 67,213 | ||||||||||||||||||||||||||||||||||
| Terminal Operating Costs | — | — | — | 15,403 | — | — | 15,403 | ||||||||||||||||||||||||||||||||||
| Other Non-Active Mining Costs | — | — | — | — | 31,310 | — | 31,310 | ||||||||||||||||||||||||||||||||||
| Segment Cash Cost of Coal Sold | $ | 634,619 | $ | 425,140 | $ | 301,404 | $ | — | $ | — | $ | — | $ | 1,361,163 | |||||||||||||||||||||||||||
| Tons Sold | 15,484 | 4,551 | 23,263 | ||||||||||||||||||||||||||||||||||||||
| Cash Cost of Coal Sold per Ton | $ | 40.98 | $ | 93.42 | $ | 12.96 | |||||||||||||||||||||||||||||||||||
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We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as loss on debt extinguishment and (iii) other adjustments, such as stock-based compensation, Merger-related expenses and fair value adjustments of commodity derivative instruments. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our operating performance or that arise outside of the ordinary course of our business. The following tables present reconciliations by reportable segment of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | 103,563 | $ | 123,410 | $ | (14,002) | $ | 16,270 | $ | (102,774) | $ | 126,467 | |||||||||||||||||||||||
| Income Tax Expense | — | — | — | — | 16,503 | 16,503 | |||||||||||||||||||||||||||||
| Interest Expense, net | — | — | — | — | 7,129 | 7,129 | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | 61,042 | 76,256 | 8,205 | 1,500 | 19,759 | 166,762 | |||||||||||||||||||||||||||||
| Other Adjustments | — | — | — | — | 6,765 | 6,765 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 164,605 | $ | 199,666 | $ | (5,797) | $ | 17,770 | $ | (52,618) | $ | 323,626 | |||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | 124,337 | $ | (78,019) | $ | 10,500 | $ | 13,600 | $ | (106,974) | $ | (36,556) | |||||||||||||||||||||||
| Income Tax Expense | — | — | — | — | 7,116 | 7,116 | |||||||||||||||||||||||||||||
| Interest Expense, net | — | — | — | — | 3,650 | 3,650 | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | 52,021 | 75,317 | 5,666 | 1,394 | 34,865 | 169,263 | |||||||||||||||||||||||||||||
| Other Adjustments | — | — | — | — | 797 | 797 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 176,358 | $ | (2,702) | $ | 16,166 | $ | 14,994 | $ | (60,546) | $ | 144,270 | |||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | 176,521 | $ | 110,515 | $ | (13,425) | $ | 30,773 | $ | (156,873) | $ | 147,511 | |||||||||||||||||||||||
| Income Tax Expense | — | — | — | — | 16,076 | 16,076 | |||||||||||||||||||||||||||||
| Interest Expense, net | — | — | — | — | 13,573 | 13,573 | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | 113,718 | 147,117 | 16,505 | 2,979 | 32,738 | 313,057 | |||||||||||||||||||||||||||||
| Other Adjustments | — | — | — | — | 13,299 | 13,299 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 290,239 | $ | 257,632 | $ | 3,080 | $ | 33,752 | $ | (81,187) | $ | 503,516 | |||||||||||||||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Other and Corporate | Consolidated | ||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | 217,843 | $ | (143,491) | $ | 26,411 | $ | 25,622 | $ | (232,218) | $ | (105,833) | |||||||||||||||||||||||
| Income Tax Expense | — | — | — | — | 2,900 | 2,900 | |||||||||||||||||||||||||||||
| Interest Expense, net | — | — | — | — | 5,351 | 5,351 | |||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | 103,311 | 121,206 | 16,446 | 2,773 | 47,083 | 290,819 | |||||||||||||||||||||||||||||
| Loss on Debt Extinguishment | — | — | — | — | 11,680 | 11,680 | |||||||||||||||||||||||||||||
| Other Adjustments | — | — | — | — | 62,838 | 62,838 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 321,154 | $ | (22,285) | $ | 42,857 | $ | 28,395 | $ | (102,366) | $ | 267,755 | |||||||||||||||||||||||
Operational Performance: Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025
The Company consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the PRB segment; and (4) the Core Marine Terminal segment. The High CV Thermal segment consists of the Company’s Pennsylvania Mining Complex and the West Elk mine located in Colorado. The Metallurgical segment consists of the Company’s Leer, Leer South, Beckley, Mountain Laurel and Itmann coal mines in West Virginia. The PRB segment consists of the Company’s Black Thunder and Coal Creek surface mining complexes located in Wyoming. The Core Marine Terminal segment consists of the Company’s coal export terminal operations in the Port of Baltimore.
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The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics. Adjusted EBITDA measures the operating performance of the Company’s segments and is used to allocate resources to the Company’s segments. The following table presents results by reportable segment:
| Three Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| High CV Thermal Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 8.6 | 8.0 | 0.6 | ||||||||||||||
| Total Tons Sold (in millions) | 8.4 | 8.4 | — | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 58.11 | $ | 60.50 | $ | (2.39) | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 38.58 | $ | 39.47 | $ | (0.89) | |||||||||||
Cash Margin per Ton Sold (a) | $ | 19.53 | $ | 21.03 | $ | (1.50) | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 164,605 | $ | 176,358 | $ | (11,753) | |||||||||||
| Metallurgical Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 2.7 | 2.4 | 0.3 | ||||||||||||||
| Total Tons Sold (in millions) | 2.6 | 2.2 | 0.4 | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 114.13 | $ | 104.22 | $ | 9.91 | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 85.65 | $ | 95.93 | $ | (10.28) | |||||||||||
Cash Margin per Ton Sold (a) | $ | 28.48 | $ | 8.29 | $ | 20.19 | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 199,666 | $ | (2,702) | $ | 202,368 | |||||||||||
| PRB Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 10.2 | 12.6 | (2.4) | ||||||||||||||
| Total Tons Sold (in millions) | 10.2 | 12.6 | (2.4) | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 14.28 | $ | 14.69 | $ | (0.41) | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 14.85 | $ | 13.40 | $ | 1.45 | |||||||||||
Cash Margin per Ton Sold (a) | $ | (0.57) | $ | 1.29 | $ | (1.86) | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | (5,797) | $ | 16,166 | $ | (21,963) | |||||||||||
| Core Marine Terminal Segment | |||||||||||||||||
| Throughput Tons (in millions) | 5.2 | 4.9 | 0.3 | ||||||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 17,770 | $ | 14,994 | $ | 2,776 | |||||||||||
(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. 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.
High CV Thermal Segment Analysis
Adjusted EBITDA decreased $12 million in the period-to-period comparison, primarily due to a $2.39 decrease in realized coal revenue per ton sold, partially offset by an $0.89 decrease in cash cost of coal sold per ton. The decrease in realized coal revenue per ton sold was primarily related to increased export logistics and transportation obligations compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to the impact of Section 45X tax credits in the current year period.
Metallurgical Segment Analysis
Adjusted EBITDA increased $202 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $125 million in the current year period compared to fire extinguishment and idle costs of $21 million in the prior year period. Current year adjusted EBITDA was also positively impacted by a $9.91 increase in realized coal revenue per ton sold and a $10.28 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales
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tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.
PRB Segment Analysis
Adjusted EBITDA decreased $22 million in the period-to-period comparison, primarily due to a 2.4 million decrease in tons sold and a $1.45 increase in cash cost of coal sold per ton. In addition to lower sales tons, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.
Core Marine Terminal Segment Analysis
Adjusted EBITDA increased $3 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 5.2 million tons for the three months ended June 30, 2026, compared to 4.9 million tons for the three months ended June 30, 2025.
Operational Performance: Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
The following table presents results by reportable segment:
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| High CV Thermal Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 16.3 | 15.3 | 1.0 | ||||||||||||||
| Total Tons Sold (in millions) | 16.1 | 15.5 | 0.6 | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 58.47 | $ | 61.73 | $ | (3.26) | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 40.48 | $ | 40.98 | $ | (0.50) | |||||||||||
Cash Margin per Ton Sold (a) | $ | 17.99 | $ | 20.75 | $ | (2.76) | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 290,239 | $ | 321,154 | $ | (30,915) | |||||||||||
| Metallurgical Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 5.1 | 4.4 | 0.7 | ||||||||||||||
| Total Tons Sold (in millions) | 5.1 | 4.6 | 0.5 | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 113.11 | $ | 101.19 | $ | 11.92 | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 88.89 | $ | 93.42 | $ | (4.53) | |||||||||||
Cash Margin per Ton Sold (a) | $ | 24.22 | $ | 7.77 | $ | 16.45 | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 257,632 | $ | (22,285) | $ | 279,917 | |||||||||||
| PRB Segment | |||||||||||||||||
| Total Tons Produced (in millions) | 22.1 | 23.3 | (1.2) | ||||||||||||||
| Total Tons Sold (in millions) | 22.1 | 23.3 | (1.2) | ||||||||||||||
Realized Coal Revenue per Ton Sold (a) | $ | 14.34 | $ | 14.80 | $ | (0.46) | |||||||||||
Cash Cost of Coal Sold per Ton (a) | $ | 14.20 | $ | 12.96 | $ | 1.24 | |||||||||||
Cash Margin per Ton Sold (a) | $ | 0.14 | $ | 1.84 | $ | (1.70) | |||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 3,080 | $ | 42,857 | $ | (39,777) | |||||||||||
| Core Marine Terminal Segment | |||||||||||||||||
| Throughput Tons (in millions) | 10.0 | 9.2 | 0.8 | ||||||||||||||
Adjusted EBITDA (in thousands) (a) | $ | 33,752 | $ | 28,395 | $ | 5,357 | |||||||||||
(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. 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.
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High CV Thermal Segment Analysis
Adjusted EBITDA decreased $31 million in the period-to-period comparison, primarily due to a $3.26 decrease in realized coal revenue per ton sold, which was partially offset by a $0.50 decrease in cash cost of coal sold per ton and higher tons sold. The decrease in realized coal revenue per ton sold was principally related to increased export logistics and transportation obligations compared to the prior year period. The decrease in cash cost of coal sold per ton was largely due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior year period.
Metallurgical Segment Analysis
Adjusted EBITDA increased $280 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $135 million in the current year period compared to fire extinguishment and idle costs of $58 million in the prior year period. Current year adjusted EBITDA was also positively impacted by an $11.92 increase in realized coal revenue per ton sold and a $4.53 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.
PRB Segment Analysis
Adjusted EBITDA decreased $40 million in the period-to-period comparison, primarily due to a 1.2 million decrease in tons sold and a $1.24 increase in cash cost of coal sold per ton. In addition to lower sales tons, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.
Core Marine Terminal Segment Analysis
Adjusted EBITDA increased $5 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 10.0 million tons for the six months ended June 30, 2026, compared to 9.2 million tons for the six months ended June 30, 2025.
Liquidity and Capital Resources
The Company’s potential sources of liquidity include cash generated from operating activities, cash on hand, short-term investments, 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 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.
Our total liquidity as of June 30, 2026 comprised the following:
| (in millions) | June 30, 2026 | ||||
| Cash, Cash Equivalents and Short-Term Investments | $ | 474 | |||
| Receivables Financing Agreement - Current Availability | 210 | ||||
| Revolving Credit Facility - Current Availability | 600 | ||||
| Less: Letters of Credit Outstanding | (268) | ||||
| Total Liquidity | $ | 1,016 | |||
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. This could limit our ability to borrow under the Revolving Credit Facility if we are unable to obtain necessary waivers or amendments. The Company expects to maintain adequate liquidity through its net cash provided by operating activities, cash and cash equivalents on hand and short-term investments, 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.
Uncertainty in the financial markets, tariffs, foreign conflicts and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional
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capital or credit, as well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, arising from current and potential tariffs, executive actions, elevated interest rates, sustained high inflation and supply chain disruptions such as those stemming from the recent conflict in Iran, may impact the Company’s revenues and collections, as well as its overall cost of operations, including recent increases in diesel fuel and other commodity prices. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.
The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the U.S. from multiple countries around the world continues to evolve and be uncertain, as the U.S. Government continues to negotiate its position with multiple countries and across various industries and goods. While the evolving global trade landscape relating to tariffs and retaliatory trade measures imposed by other countries on U.S. goods has not yet had a significant impact on our business or results of operations as of June 30, 2026, this and the potential for additional changes in U.S. or international trade policy have increased uncertainty regarding the ultimate effect of the tariffs on economic conditions and could lead to further weakened business conditions for the coal industry.
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. 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. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.
At June 30, 2026, the Company had a $134 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $19 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the water treatment trust funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.
In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. 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. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date. In July 2026, the OWCP published proposed rule changes to the Black Lung Benefits Act, which eliminates the 100% collateral requirement for all operators, and proposes a complex financial review to be conducted to calculate a Composite Solvency Score (“CSS”) for each operator. The CSS determines the percentage of security that companies will be required to provide relative to total black lung liabilities. The Company is currently evaluating the potential impacts of the proposed rule, and any increased security requirement as a result of these proposed changes could adversely impact our financial position and liquidity.
The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at June 30, 2026. 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1 million and $2 million for the six months ended June 30, 2026 and 2025, respectively. 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 that are not reflected on the Condensed Consolidated Balance Sheet at June 30, 2026. Management believes these items will expire without being funded. See Note 14—Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.
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Cash Flows (in millions)
| Six Months Ended June 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| Net Cash Provided by Operating Activities | $ | 370 | $ | 111 | $ | 259 | |||||||||||
| Net Cash (Used in) Provided by Investing Activities | $ | (187) | $ | 183 | $ | (370) | |||||||||||
| Net Cash Used in Financing Activities | $ | (139) | $ | (134) | $ | (5) | |||||||||||
Net cash provided by operating activities increased by $259 million in the period-to-period comparison primarily due to increased segment earnings, including recoveries related to the Leer South insurance claim, as well as the payment of non-recurring Merger-related expenditures in the six months ended June 30, 2025.
Net cash (used in) provided by investing activities changed by $370 million in the period-to-period comparison primarily due to the Merger, which included cash acquired, partially offset by the purchase of Arch’s tax-exempt bonds. Additionally, the Company liquidated its U.S. Treasury securities during the six months ended June 30, 2025, which resulted in net proceeds of $75 million.
Net cash used in financing activities increased by $5 million in the period-to-period comparison. Cash outflows related to share repurchases totaled $105 million in the six months ended June 30, 2026 compared to $183 million in the six months ended June 30, 2025. In connection with the Merger, the Company amended its Revolving Credit Facility and refinanced its tax-exempt bonds during the six months ended June 30, 2025. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions amounted to $17 million. Additionally, dividend payments decreased by $6 million compared to the prior year period.
Revolving Credit Facility
In November 2017, the Company entered into a revolving credit facility with PNC Bank, National Association (“PNC”) (as amended, the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger. The January 2025 amendment increased the available revolving commitments from $355 million to $600 million and extended the scheduled maturity date to April 30, 2029, provided that, if any of the MEDCO Bonds or PEDFA Bonds (as defined below) and any subsequent refinancings thereof remain outstanding 91 days prior to their stated maturity and our specified liquidity, as measured under the Revolving Credit Facility, is less than $250 million at that time, the maturity date of the Revolving Credit Facility will be such date. Additionally, the Company reduced the applicable interest rate margin on its borrowings and letters of credit under the Revolving Credit Facility by 75 basis points.
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. 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. 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.
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 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’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. The obligations under the Revolving Credit Facility are secured by, subject to certain exceptions (including a limitation on pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company’s and certain subsidiaries’ significant assets.
The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments,
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acquisitions, asset dispositions, restricted payments, mergers, consolidations, divisions and other fundamental changes, transactions with affiliates and prepayments of junior indebtedness. 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.
The Revolving Credit Facility also includes financial covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum interest coverage ratio shall be 3.00 to 1.00. 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.
The Company’s first lien gross leverage ratio was 0.19 to 1.00 at June 30, 2026. The Company’s total net leverage ratio was (0.05) to 1.00 at June 30, 2026. The Company’s interest coverage ratio was 32.65 to 1.00 at June 30, 2026. The Company was in compliance with all covenants under the Revolving Credit Facility as of June 30, 2026.
At June 30, 2026, the Revolving Credit Facility had no borrowings outstanding and $109 million of letters of credit outstanding, leaving $491 million of unused borrowing capacity. 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. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.
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. On July 28, 2025, the Company and certain of its subsidiaries entered into (i) that certain Receivables Financing Agreement (the “Receivables Financing Agreement”), by and among Core Receivable Company, LLC, as borrower (“Core Receivable”), Core Sales, LLC, as the initial servicer (the “Servicer”), PNC, as administrative agent and LC bank, PNC Capital Markets LLC (“PNC CM”), as structuring agent, and the lenders from time to time party thereto; (ii) that certain Third Amended and Restated Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Core Receivable, the Servicer and Arch, as transferor; (iii) that certain Third Amended and Restated Purchase and Sale Agreement (the “Purchase and Sale Agreement”), by and among Arch, the Servicer and the originators party thereto; and (iv) that certain Fifth Amended and Restated Performance Guaranty (the “Performance Guaranty” and, together with the Receivables Financing Agreement, the Sale and Contribution Agreement and the Purchase and Sale Agreement, the “Receivables Documents”), by the Company, in favor of PNC as administrative agent. With entry into the Receivables Documents, legacy Arch’s securitization facility was amended and restated in its entirety to, among other things, consolidate facilities and extend the maturity date to July 27, 2028, and legacy CONSOL’s securitization facility was terminated effective July 28, 2025.
Pursuant to the Receivables Documents, 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, all wholly-owned subsidiaries of the Company, sell or contribute trade receivables to Core Receivable, a special purpose vehicle and wholly-owned subsidiary of the Company. 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.
Loans under the Receivables Financing Agreement accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR 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. 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.
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. 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
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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. However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.
At June 30, 2026, the Company’s eligible accounts receivable yielded $210 million of borrowing capacity. At June 30, 2026, the Receivables Financing Agreement had no borrowings outstanding and $158 million of letters of credit outstanding, leaving $52 million of unused borrowing capacity. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.
Series 2025 Bonds
On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority (“PEDFA”) in the aggregate principal amount of $98 million (the “PEDFA Bonds”), at a fixed rate of 5.45% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC CM, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the “Underwriters”), PEDFA and the Company; (ii) the Maryland Economic Development Corporation (“MEDCO”) in the aggregate principal amount of $103 million (the “MEDCO Bonds”), at a fixed rate of 5.00% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, MEDCO and the Company; and (iii) the West Virginia Economic Development Authority (“WVEDA”) in the aggregate principal amount of $106 million (the “WVEDA Bonds” and together with the PEDFA Bonds and the MEDCO Bonds, the “Series 2025 Bonds”), at a fixed rate of 5.45% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, WVEDA and the Company.
The Company used (i) a portion of the proceeds of the PEDFA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the Central Preparation Plant in West Finley, Pennsylvania in part by refunding in full PEDFA’s outstanding $75 million Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MEDCO 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 MEDCO’s outstanding $103 million Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of the proceeds of the WVEDA 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 WVEDA’s outstanding $53 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $45 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.
The (i) PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”), dated March 1, 2025, by and between PEDFA and Wilmington Trust, National Association, as trustee (the “Trustee”), and PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “PEDFA Loan Agreement”), between PEDFA and the Company; (ii) MEDCO Bonds were issued pursuant to an indenture (the “MEDCO Indenture”), dated March 1, 2025, by and between MEDCO and the Trustee, and MEDCO made a loan of the proceeds of the MEDCO Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “MEDCO Loan Agreement”), between MEDCO and the Company; and (iii) WVEDA Bonds were issued pursuant to an indenture (the “WVEDA Indenture” and together with the PEDFA Indenture and the MEDCO Indenture, the “Series 2025 Bonds Indentures”), dated March 1, 2025, by and between WVEDA and the Trustee, and WVEDA made a loan of the proceeds of the WVEDA Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the “WVEDA Loan Agreement” and together with the PEDFA Loan Agreement and MEDCO Loan Agreement, the “Loan Agreements”), between WVEDA 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 Series 2025 Bonds or under the respective Series 2025 Bonds Indentures.
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Material Cash Requirements
The Company expects to make the following payments in the next 12 months:
•$70 million on its long-term debt and operating and finance lease obligations, including interest;
•$68 million on its employee-related long-term liabilities, including obligations that the Company has under multi-employer plans; and
•$98 million on its environmental obligations and $158 million on its other current liabilities.
The Company believes it will be able to satisfy these material cash requirements with cash generated from operating activities, cash on hand, short-term investments, borrowings under the Revolving Credit Facility and Receivables Financing Agreement and, if necessary, cash generated from its ability to issue equity or debt securities.
Debt
At June 30, 2026, the Company had total long-term debt and finance lease obligations of $454 million outstanding, including the current portion of $42 million, which consisted of:
•An aggregate principal amount of $128 million of finance leases with a weighted-average interest rate of 6.92%.
•An aggregate principal amount of $106 million of WVEDA Bonds, which were issued to finance a coal refuse disposal area at the Leer South mine, bear interest at 5.45% per annum for an initial interest rate term of ten years and mature in January 2055, but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. 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 interest rate term of ten years and mature in July 2048, but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. 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 interest rate term of ten years and mature in January 2051, but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. Interest on the PEDFA Bonds is payable on June 1 and December 1 of each year.
•Advanced royalty commitments of $11 million with a weighted-average interest rate of 8.04% per annum.
•An aggregate principal amount of $8 million of various equipment financing arrangements with a weighted-average interest rate of 6.84%.
At June 30, 2026, the Company had no borrowings outstanding and approximately $109 million of letters of credit outstanding under the $600 million Revolving Credit Facility. At June 30, 2026, the Company had no borrowings outstanding and approximately $158 million of letters of credit outstanding under the Receivables Financing Agreement.
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. 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.
During the six months ended June 30, 2026, the Company repurchased and retired 1,184,504 shares of the Company’s common stock at an average price of $88.60 per share.
Total Equity and Dividends
Total equity attributable to the Company was $3,719 million at June 30, 2026 and $3,678 million at December 31, 2025. See the Condensed Consolidated Statements of Stockholders’ Equity in this Report for additional details.
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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.
On August 6, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.0 million, payable on September 18, 2026 to all stockholders of record as of August 31, 2026.
Critical Accounting Estimates
The Company prepares its financial statements in accordance with GAAP. The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There have been no material changes to the Company’s critical accounting estimates from the Annual Report on Form 10-K for the year ended December 31, 2025.
Forward-Looking Statements
Certain statements in this Report are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, the matters discussed in this Report are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results and outcomes to differ materially from results expressed in or implied by our forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” or their negatives, or other similar expressions, the statements that include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Report speak only as of the date of this Report. We disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:
•deterioration in economic conditions 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;
•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;
•decreases in coal consumption patterns for steel production, electric power generation and industrial applications;
•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;
•inflation that could result in higher costs and decreased profitability;
•foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;
•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 longwall equipment, railroad derailments or strikes,
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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, letters of credit 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 (“ESG”) practices;
•the effects of global conflicts on commodity prices and supply chains;
•the effect of new or existing laws, regulations, tariffs, executive orders or other trade measures;
•our inability to find suitable joint venture partners, acquisition targets or similar investments or integrating the operations of future acquisitions or investments into our operations;
•obtaining, maintaining and renewing government 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 the Company 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.
The above list of factors is not exhaustive or necessarily in order of importance. Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements include those discussed under “Risk Factors” elsewhere in this Report and the other filings we make with the Securities and Exchange Commission (“SEC”). The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s exposures to market risk have not materially changed since December 31, 2025. Please see these quantitative and qualitative disclosures about market risk in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its management, including the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting
During the fiscal quarter covered by this Report, there were no changes in the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our operations are subject to a variety of risks and disputes normally incidental to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. We are not currently subject to any material litigation other than those described in Note 14—Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements in this Report, which descriptions are incorporated herein by this reference.
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. Except as described below, no such environmental proceedings were pending or contemplated as of June 30, 2026.
On July 23, 2026, the Company received an inspection report from the Colorado Department of Public Health and Environment, Air Pollution Control Division (the “Division”), finding the Company’s West Elk mine out of compliance with volatile organic compound emission limits under its Title V operating permit and recommending that the Division initiate an enforcement case with respect to these findings. The Division has not indicated the amount of any monetary penalty or other enforcement remedy it may seek. The Company continues to engage in discussions with the Division.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Report, you should carefully consider the factors described in Part I - Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These described risks are not the only risks the Company faces. Additional risks and uncertainties not currently known to Core or that the Company currently deems to be immaterial also may materially adversely affect Core’s business, results of operations, financial condition and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth repurchases of shares of the Company’s common stock during the three months ended June 30, 2026:
| 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)(c) | ||||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | 162,196 | $ | 92.51 | 162,196 | $ | 718,809 | ||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | 198,955 | $ | 85.47 | 198,955 | $ | 701,804 | ||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | 358,753 | $ | 86.44 | 358,753 | $ | 670,793 | ||||||||||||||||||||
| Total | 719,904 | $ | 87.54 | 719,904 | ||||||||||||||||||||||
(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. 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. 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.
(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 June 30, 2026, the Company utilized approximately $63 million to repurchase shares of its common stock.
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 “Liquidity and Capital Resources—Total Equity and Dividends” in Part I, Item 2 of this Report for additional information.
54
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The 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.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Our executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6. 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 | ||||||||||
| 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 | ||||||||||
55
| Exhibits | Description | Method of Filing | |||||||||
| 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 | ||||||||||
| 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 | ||||||||||
56
| Exhibits | Description | Method of Filing | |||||||||
| 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 | ||||||||||
| 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 Ark 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 | ||||||||||
57
| Exhibits | Description | Method of Filing | |||||||||
| 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 Miteshkumar 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 | ||||||||||
| 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 Unit Award 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 | ||||||||||
58
| Exhibits | Description | Method of Filing | |||||||||
| 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 Miteshkumar 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 | ||||||||||
| 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 | ||||||||||
59
| Exhibits | Description | Method of Filing | |||||||||
| 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 | ||||||||||
| Form of Performance Restricted Stock Unit Award Agreement (Executive 2026 Annual Award)* | Filed as Exhibit 10.73 to Form 10-Q (File No. 001-38147) filed on May 7, 2026 | ||||||||||
| Form of Restricted Stock Unit Award Agreement (Executive 2026 Annual Award)* | Filed as Exhibit 10.74 to Form 10-Q (File No. 001-38147) filed on May 7, 2026 | ||||||||||
| Form of Restricted Stock Unit Award Agreement (Non-Employee Directors 2026 Annual Award)* | Filed as Exhibit 10.75 to Form 10-Q (File No. 001-38147) filed on May 7, 2026 | ||||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of the 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 herewith | ||||||||||
| 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 herewith | ||||||||||
| Mine Safety and Health Administration Safety Data | Filed herewith | ||||||||||
| 101 | Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2026, 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.
60
SIGNATURES
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 thereunto duly authorized.
| CORE NATURAL RESOURCES, INC. | ||||||||
| August 6, 2026 | By: | /s/ JAMES A. BROCK | ||||||
| James A. Brock | ||||||||
| Chair and Chief Executive Officer (Principal Executive Officer) | ||||||||
| August 6, 2026 | By: | /s/ MITESHKUMAR B. THAKKAR | ||||||
| Miteshkumar B. Thakkar | ||||||||
| President and Chief Financial Officer (Principal Financial Officer) | ||||||||
| August 6, 2026 | By: | /s/ JOHN M. ROTHKA | ||||||
| John M. Rothka | ||||||||
Chief Accounting Officer (Principal Accounting Officer) | ||||||||
61
Exhibit 31.1
CERTIFICATIONS
I, James A. Brock, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Core Natural Resources, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | August 6, 2026 | |||||||
| /s/ James A. Brock | ||||||||
| James A. Brock | ||||||||
| Chair and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATIONS
I, Miteshkumar B. Thakkar, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Core Natural Resources, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | August 6, 2026 | |||||||
| /s/ Miteshkumar B. Thakkar | ||||||||
| Miteshkumar B. Thakkar | ||||||||
| President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
I, James A. Brock, Chair and Chief Executive Officer (principal executive officer) of Core Natural Resources, Inc. (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2026, of the Registrant (the “Report”):
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Date: | August 6, 2026 | |||||||
| /s/ James A. Brock | ||||||||
| James A. Brock | ||||||||
| Chair and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
I, Miteshkumar B. Thakkar, President and Chief Financial Officer (principal financial officer) of Core Natural Resources, Inc. (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2026, of the Registrant (the “Report”):
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Date: | August 6, 2026 | |||||||
| /s/ Miteshkumar B. Thakkar | ||||||||
| Miteshkumar B. Thakkar | ||||||||
| President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 95
Mine Safety and Health Administration Safety Data
We believe that Core Natural Resources is one of the safest mining companies in the world. The Company has in place health and safety programs that include extensive employee training, accident prevention, workplace inspection, emergency response, accident investigation, regulatory compliance and program auditing. The objectives of our health and safety programs are to eliminate workplace incidents, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.
The operation of our mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). MSHA inspects our mines on a regular basis and issues various citations, orders and violations when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.
The table below sets forth for the three months ended June 30, 2026 for each coal mine of Core Natural Resources and its subsidiaries, the total number of: (i) violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA; (ii) orders issued under section 104(b) of the Mine Act; (iii) citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act; (iv) flagrant violations under section 110(b)(2) of the Mine Act; (v) imminent danger orders issued under section 107(a) of the Mine Act; (vi) the total dollar value of proposed assessments from MSHA (regardless of whether Core Natural Resources has challenged or appealed the assessment); (vii) the total number of mining-related fatalities; (viii) notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of the Mine Act; (ix) notices from MSHA regarding the potential to have a pattern of violations as referenced in (viii) above; and (x) pending legal actions before the Federal Mine Safety and Health Review Commission (as of June 30, 2026) involving such coal or other mine, as well as the aggregate number of legal actions instituted and the aggregate number of legal actions resolved during the reporting period.
| Mine or Operating Name/MSHA Identification Number | Section 104 S&S Citations | Section 104(b) Orders | Section 104(d) Citations and Orders | Section 110(b)(2) Violations | Section 107(a) Orders | Total Dollar Value of MSHA Assessments Proposed (In Dollars) | Total Number of Mining-Related Fatalities | Received Notice of Pattern of Violations Under Section 104(e) | Received Notice of Potential to have Pattern Under Section 104(e) | Legal Actions Pending as of Last Day of Period (a) | Legal Actions Initiated During Period | Legal Actions Resolved During Period | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Active Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bailey Mine | 3607230 | 17 | — | — | — | — | 68,927 | 1 | No | No | 8 | 5 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beckley Pocahontas Mine | 4605252 | 24 | — | — | — | — | 118,424 | — | No | No | 4 | 5 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beckley Pocahontas Plant | 4609216 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Black Thunder | 4800977 | 4 | — | — | — | — | 13,153 | — | No | No | 3 | 1 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cardinal Preparation Plant | 4609046 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coal Creek Mine | 4801215 | 4 | — | — | — | — | 26,737 | — | No | No | — | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eccles Refuse Area | 4609023 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Enlow Fork Mine | 3607416 | 1 | — | — | — | — | 13,823 | — | No | No | 3 | 1 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harvey Mine | 3610045 | 2 | — | — | — | — | 6,160 | — | No | No | 6 | 4 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Itmann No 5 | 4609569 | 8 | — | — | — | — | 12,283 | — | No | No | 7 | 3 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Itmann No.5 Plant | 4609598 | — | — | — | — | — | — | — | No | No | — | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leer Mine | 4609192 | 9 | — | — | — | — | 21,406 | — | No | No | 3 | 4 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leer Prep Plant | 4609191 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leer South Mine | 4604168 | 13 | — | 2 | — | — | 92,673 | — | No | No | 6 | 4 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leer South Preparation Plant | 4608777 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meigs #31 Mine | 3301172 | — | — | — | — | — | 151 | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mountaineer II Mine | 4609029 | 44 | — | — | — | 1 | 161,406 | — | No | No | 8 | 4 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robena Preparation Plant | 3604175 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Upshur Complex | 4605823 | — | — | — | — | — | — | — | No | No | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| West Elk Mine | 0503672 | 10 | — | — | — | — | 59,246 | — | No | No | 7 | 3 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 136 | — | 2 | — | 1 | 594,389 | 1 | 55 | 34 | 33 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) See table below for additional details regarding Legal Actions Pending as of June 30, 2026. With respect to Contests of Proposed Penalties, we have included the number of dockets (as opposed to citations) when counting the number of Legal Actions Pending as of June 30, 2026.
| Mine or Operating Name/ MSHA Identification Number | Contests of Citations, Orders (as of 6.30.2026) | Contests of Proposed Penalties (as of 6.30.2026) (b) | Complaints for Compensation (as of 6.30.2026) | Complaints of Discharge, Discrimination or Interference (as of 6.30.2026) | Applications for Temporary Relief (as of 6.30.2026) | Appeals of Judges' Decisions or Order (as of 6.30.2026) | ||||||||||||||||||||||||||||||||||||||||||||
| (a) | Dockets | Citations | (c) | (d) | (e) | (f) | ||||||||||||||||||||||||||||||||||||||||||||
| Active Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bailey Mine | 3607230 | — | 8 | 25 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||
| Beckley Pocahontas Mine | 4605252 | — | 4 | 64 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Beckley Pocahontas Plant | 4609216 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Black Thunder | 4800977 | — | 3 | 7 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Cardinal Preparation Plant | 4609046 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Coal Creek Mine | 4801215 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Eccles Refuse Area | 4609023 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Enlow Fork Mine | 3607416 | — | 3 | 5 | — | — | — | 2 | ||||||||||||||||||||||||||||||||||||||||||
| Harvey Mine | 3610045 | — | 6 | 11 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Itmann No 5 | 4609569 | — | 7 | 73 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Itmann No.5 Plant | 4609598 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Leer Mine | 4609192 | — | 3 | 16 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Leer Prep Plant | 4609191 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Leer South Mine | 4604168 | — | 6 | 41 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Leer South Preparation Plant | 4608777 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Meigs #31 Mine | 3301172 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Mountaineer II Mine | 4609029 | — | 8 | 112 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Robena Preparation Plant | 3604175 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Upshur Complex | 4605823 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| West Elk Mine | 0503672 | — | 7 | 39 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| — | 55 | 393 | — | — | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||
(a) Represents (if any) contests of citations and orders, which typically are filed prior to an operator's receipt of a proposed penalty assessment from MSHA or relate to orders for which penalties are not assessed (such as imminent danger orders under Section 107 of the Mine Act). This category includes: (i) contests of citations or orders issued under section 104 of the Mine Act, (ii) contests of imminent danger withdrawal orders under section 107 of the Mine Act, and (iii) Emergency response plan dispute proceedings (as required under the Mine Improvement and New Emergency Response Act of 2006, Pub. L. No. 109-236, 120 Stat. 493).
(b) Represents (if any) contests of proposed penalties, which are administrative proceedings before the Federal Mine Safety and Health Review Commission (“FMSHRC”) challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order.
(c) Represents (if any) complaints for compensation, which are cases under section 111 of the Mine Act that may be filed with the FMSHRC by miners idled by a closure order issued by MSHA who are entitled to compensation.
(d) Represents (if any) complaints of discharge, discrimination or interference under section 105 of the Mine Act, which cover: (i) discrimination proceedings involving a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint, and (ii) temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered such discrimination and has lost his or her position. Complaints of Discharge, Discrimination, or Interference are also included in Contests of Proposed Penalties, Column B.
(e) Represents (if any) applications for temporary relief, which are applications under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act (other than citations issued under section 104(a) or (f) of the Mine Act).
(f) Represents (if any) appeals of judges' decisions or orders to the FMSHRC, including petitions for discretionary review and review by the FMSHRC on its own motion.