Core Natural Resources, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
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ITEM 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | 81 |
| Consolidated Statements of (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023 | 84 |
| Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024 and 2023 | 85 |
| Consolidated Balance Sheets at December 31, 2025 and 2024 | 86 |
| Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 | 88 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | 89 |
| Notes to the Audited Consolidated Financial Statements | 90 |
To the Stockholders and the Board of Directors of Core Natural Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Core Natural Resources, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of (loss) income, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 17, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Asset Retirement Obligations | |
| Description of the Matter | The Company accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary. Estimates of the Company’s asset retirement obligations are based upon permit requirements and the Company’s assessment of these requirements. The total asset retirement obligations, including the current portion, were approximately $535 million at December 31, 2025. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by the Company’s management and engineers. As discussed in Note 1 and Note 8 of the consolidated financial statements, the Company’s accounting for asset retirement obligations requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.Auditing the amounts recorded for certain of the Company’s asset retirement obligations is complex and judgmental due to the estimation that is required to determine the value of the asset retirement obligation. In particular, the estimation of the value of the asset retirement obligation involves certain subjective assumptions, including the estimated future expenditures. The estimated liability can significantly change if actual costs vary from the assumptions used in estimating the obligation. |
|---|---|
| How We Addressed the Matter in Our Audit | We tested controls that address the risk of material misstatement relating to the measurement of the asset retirement obligations. For example, we tested controls over management’s review of the estimates of asset retirement obligations, management’s review over the timing and amount of expected asset retirement costs and management’s review over the assumptions discussed above.To test the asset retirement obligations, our audit procedures included, among others, evaluating the methodology used, testing the significant assumptions discussed above and testing the underlying data used by the Company in its analyses. We compared the expected amounts and timing of future expenditures to historical data and evaluated the changes in those amounts. For example, we evaluated management’s methodology for determining the amount and timing of asset retirement obligation costs which is utilized to measure the asset retirement obligation and analyzed current year activity, published pricing data and historical amounts. In addition, we involved our specialist to assist in our evaluation of management’s estimates of the asset retirement obligations, including review of assumptions, regulatory requirements, reclamation plans and estimated future expenditures. We also tested the completeness and accuracy of the data used in the estimation of the Company’s asset retirement obligations. |
| Merger with Arch | |
| Description of the Matter | As discussed in Note 2, on January 14, 2025, the Company completed the merger with Arch Resources, Inc. for total consideration of approximately $2.577 billion. The Company accounted for the merger as a business combination.Auditing management’s accounting for the merger was challenging due to the significant estimation required by management to determine the fair values of mineral reserves (included in Property, Plant and Equipment, net) and significant judgment required to evaluate management’s estimate. These fair value estimates were sensitive to certain significant assumptions, including estimated realized coal prices in the determination of forecasted revenue. This significant assumption is forward-looking and could be affected by future market or economic conditions. |
|---|---|
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the merger and valuation of the acquired assets. For example, we tested controls over management’s review of the significant assumption described above to develop such estimates.Our audit procedures included, among others, evaluating the Company's valuation methodology, significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved our valuation specialists to assist with our evaluation of the selection and application of the valuation methodology used by the Company. Our audit procedures performed to assess the reasonableness of the estimated realized coal prices involved, among others, considering consistency with external market and industry data, current and past performance of the acquired business, and evidence obtained in other areas of the audit. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2017.
Pittsburgh, Pennsylvania
February 17, 2026
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(Dollars in thousands, except per share data)
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Revenues | $4,164,775 | $2,164,406 | $2,506,635 |
| Costs and Expenses: | |||
| Cost of Sales (exclusive of items shown separately below) | 3,544,817 | 1,431,432 | 1,377,623 |
| Depreciation, Depletion and Amortization | 621,067 | 223,526 | 241,317 |
| General and Administrative Costs | 214,856 | 115,224 | 103,470 |
| Other Operating Income and Expense, net | (33,904) | 43,224 | (19,111) |
| 4,346,836 | 1,813,406 | 1,703,299 | |
| (Loss) Income from Operations | (182,061) | 351,000 | 803,336 |
| Interest Expense | (40,124) | (22,192) | (29,325) |
| Interest Income | 25,890 | 19,223 | 13,597 |
| Loss on Debt Extinguishment | (11,680) | — | (2,725) |
| Non-Service Related Pension and Postretirement Benefit Costs | (25,728) | (17,384) | (7,011) |
| (Loss) Earnings Before Income Tax | (233,703) | 330,647 | 777,872 |
| Income Tax (Benefit) Expense (Note 5) | (80,487) | 44,242 | 121,980 |
| Net (Loss) Income | $(153,216) | $286,405 | $655,892 |
| (Loss) Earnings per Share: | |||
| Total Basic (Loss) Earnings per Share | $(2.98) | $9.65 | $19.91 |
| Total Diluted (Loss) Earnings per Share | $(2.98) | $9.61 | $19.79 |
| Dividends Declared per Common Share | $0.40 | $0.50 | $2.20 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands)
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net (Loss) Income | $(153,216) | $286,405 | $655,892 |
| Other Comprehensive Income (Loss): | |||
| Actuarially Determined Long-Term Liability Adjustments: | |||
| Recognition of Benefit Plan Credits (Costs) (net of tax: ($441), ($395), $1,049) | 1,506 | 1,371 | (3,650) |
| Unrecognized Benefit Plan Gains Arising During the Period (net of tax: ($2,888), ($3,792), ($1,232)) | 9,676 | 13,157 | 4,150 |
| Available-for-Sale Securities: | |||
| Unrealized Gain (Loss) on Investments in Available-for-Sale Securities (net of tax: ($165), $12, ($23)) | 562 | (41) | 80 |
| Other Comprehensive Income | 11,744 | 14,487 | 580 |
| Comprehensive (Loss) Income | $(141,472) | $300,892 | $656,472 |
| December 31,2025 | December 31,2024 | |
|---|---|---|
| ASSETS | ||
| Current Assets: | ||
| Cash and Cash Equivalents | $432,174 | $408,240 |
| Short-Term Investments (Note 6) | — | 51,993 |
| Accounts and Notes Receivable: | ||
| Trade Receivables, net | 349,233 | 136,750 |
| Other Receivables, net | 53,928 | 25,900 |
| Inventories (Note 9) | 374,759 | 96,201 |
| Other Current Assets | 130,128 | 66,874 |
| Total Current Assets | 1,340,222 | 785,958 |
| Total Property, Plant and Equipment—Net (Note 10) | 4,386,882 | 1,921,699 |
| Other Assets: | ||
| Funds for Asset Retirement Obligations (Note 8) | 148,874 | 12,054 |
| Pension Benefits (Note 15) | 49,618 | 41,938 |
| Other Noncurrent Assets, net | 204,457 | 117,894 |
| Total Other Assets | 402,949 | 171,886 |
| TOTAL ASSETS | $6,130,053 | $2,879,543 |
| December 31,2025 | December 31,2024 | |
|---|---|---|
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current Liabilities: | ||
| Accounts Payable | $335,623 | $143,635 |
| Current Portion of Long-Term Debt (Note 13) | 98,328 | 112,865 |
| Other Accrued Liabilities (Note 12) | 404,338 | 262,184 |
| Total Current Liabilities | 838,289 | 518,684 |
| Long-Term Debt: | ||
| Long-Term Debt (Note 13) | 317,267 | 79,524 |
| Finance Lease Obligations (Note 14) | 36,893 | 15,270 |
| Total Long-Term Debt | 354,160 | 94,794 |
| Deferred Credits and Other Liabilities: | ||
| Postretirement Benefits Other Than Pensions (Note 15) | 186,843 | 176,251 |
| Pneumoconiosis Benefits (Note 16) | 261,201 | 145,489 |
| Asset Retirement Obligations (Note 8) | 496,002 | 212,178 |
| Workers’ Compensation (Note 16) | 70,457 | 36,051 |
| Pension Benefits (Note 15) | 21,111 | 20,073 |
| Deferred Income Taxes (Note 5) | 130,113 | 49,214 |
| Other Noncurrent Liabilities | 93,643 | 58,562 |
| Total Deferred Credits and Other Liabilities | 1,259,370 | 697,818 |
| TOTAL LIABILITIES | 2,451,819 | 1,311,296 |
| Stockholders’ Equity: | ||
| Common Stock, $0.01 Par Value; 125,000,000 Shares Authorized, 50,975,185 Shares Issued and Outstanding at December 31, 2025;62,500,000 Shares Authorized, 29,407,830 Shares Issued and Outstanding at December 31, 2024 | 510 | 294 |
| Capital in Excess of Par Value | 2,982,077 | 540,412 |
| Retained Earnings | 818,476 | 1,162,114 |
| Accumulated Other Comprehensive Loss | (122,829) | (134,573) |
| TOTAL STOCKHOLDERS' EQUITY | 3,678,234 | 1,568,247 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $6,130,053 | $2,879,543 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| CommonStock | Capital in Excess of ParValue | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | TotalStockholders'Equity | |
|---|---|---|---|---|---|
| December 31, 2022 | $347 | $646,237 | $668,882 | $(149,640) | $1,165,826 |
| Net Income | — | — | 655,892 | — | 655,892 |
| Actuarially Determined Long-Term Liability Adjustments (Net of ($183) Tax) | — | — | — | 500 | 500 |
| Investments in Available-for-Sale Securities (Net of ($23) Tax) | — | — | — | 80 | 80 |
| Comprehensive Income | — | — | 655,892 | 580 | 656,472 |
| Issuance of Common Stock | 4 | (4) | — | — | — |
| Repurchases of Common Stock (5,224,016 Shares) | (52) | (95,587) | (299,753) | — | (395,392) |
| Excise Tax on Repurchases of Common Stock | — | — | (3,729) | — | (3,729) |
| Employee Stock-Based Compensation | — | 10,046 | — | — | 10,046 |
| Shares Withheld for Taxes | — | (12,831) | — | — | (12,831) |
| Dividends on Common Shares ($2.20 per share) | — | — | (75,474) | — | (75,474) |
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | (1,476) | — | (1,476) |
| December 31, 2023 | $299 | $547,861 | $944,342 | $(149,060) | $1,343,442 |
| Net Income | — | — | 286,405 | — | 286,405 |
| Actuarially Determined Long-Term Liability Adjustments (Net of ($4,187) Tax) | — | — | — | 14,528 | 14,528 |
| Investments in Available-for-Sale Securities (Net of $12 Tax) | — | — | — | (41) | (41) |
| Comprehensive Income | — | — | 286,405 | 14,487 | 300,892 |
| Issuance of Common Stock | 2 | (2) | — | — | — |
| Repurchases of Common Stock (747,351 Shares) | (7) | (13,671) | (53,200) | — | (66,878) |
| Excise Tax on Repurchases of Common Stock | — | — | (537) | — | (537) |
| Employee Stock-Based Compensation | — | 11,350 | 16 | — | 11,366 |
| Shares Withheld for Taxes | — | (5,126) | — | — | (5,126) |
| Dividends on Common Shares ($0.50 per share) | — | — | (14,697) | — | (14,697) |
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | (215) | — | (215) |
| December 31, 2024 | $294 | $540,412 | $1,162,114 | $(134,573) | $1,568,247 |
| Net Loss | — | — | (153,216) | — | (153,216) |
| Actuarially Determined Long-Term Liability Adjustments (Net of ($3,329) Tax) | — | — | — | 11,182 | 11,182 |
| Investments in Available-for-Sale Securities (Net of ($165) Tax) | — | — | — | 562 | 562 |
| Comprehensive (Loss) Income | — | — | (153,216) | 11,744 | (141,472) |
| Issuance of Common Stock | 4 | (4) | — | — | — |
| Merger with Arch | 243 | 2,481,125 | — | — | 2,481,368 |
| Repurchases of Common Stock (3,088,520 Shares) | (31) | (56,755) | (167,478) | — | (224,264) |
| Excise Tax on Repurchases of Common Stock | — | — | (1,978) | — | (1,978) |
| Employee Stock-Based Compensation | — | 32,918 | — | — | 32,918 |
| Shares Withheld for Taxes | — | (15,619) | — | — | (15,619) |
| Dividends on Common Shares ($0.40 per share) | — | — | (20,830) | — | (20,830) |
| Dividend Equivalents Earned on Stock-Based Compensation Awards | — | — | (136) | — | (136) |
| December 31, 2025 | $510 | $2,982,077 | $818,476 | $(122,829) | $3,678,234 |
(Dollars in thousands)
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Cash Flows from Operating Activities: | |||
| Net (Loss) Income | $(153,216) | $286,405 | $655,892 |
| Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: | |||
| Depreciation, Depletion and Amortization | 621,067 | 223,526 | 241,317 |
| Gain on Sale of Assets | (7,027) | (6,941) | (8,981) |
| Stock-Based Compensation | 32,918 | 11,350 | 10,046 |
| Loss on Debt Extinguishment | 11,680 | — | 2,725 |
| Deferred Income Taxes | (80,971) | 8,820 | 14,121 |
| Loss from Equity Method Investments | 15,476 | 1,326 | 199 |
| Other Adjustments to Net (Loss) Income | 4,411 | (371) | 1,851 |
| Changes in Operating Assets: | |||
| Accounts and Notes Receivable | (64,045) | (2,233) | 36,922 |
| Inventories | 28,661 | (8,018) | (21,540) |
| Other Current Assets | (4,684) | (444) | (4,673) |
| Changes in Other Assets | 17,783 | 7,936 | (11,725) |
| Changes in Operating Liabilities: | |||
| Accounts Payable | (24,268) | 4,570 | 11,449 |
| Commodity Derivatives, net Liability | — | — | (15,142) |
| Other Operating Liabilities | (9,144) | (25,420) | 3,063 |
| Payments on Asset Retirement Obligations | (36,205) | (30,089) | (22,771) |
| Changes in Other Liabilities | (46,684) | 5,973 | (34,804) |
| Net Cash Provided by Operating Activities | 305,752 | 476,390 | 857,949 |
| Cash Flows from Investing Activities: | |||
| Capital Expenditures | (284,581) | (177,988) | (167,791) |
| Proceeds from Sales of Assets | 7,514 | 7,396 | 4,255 |
| Proceeds from Sales of Short-Term Investments | 80,165 | 100,982 | 122,658 |
| Purchases of Short-Term Investments | (4,802) | (66,963) | (200,870) |
| Net Cash and Restricted Cash Acquired from Merger | 368,726 | — | — |
| Purchase of Arch Tax-Exempt Bonds | (98,225) | — | — |
| Investments in DTA | (15,733) | — | — |
| Other Investing Activity | (5,405) | (28,458) | (17,684) |
| Net Cash Provided by (Used in) Investing Activities | 47,659 | (165,031) | (259,432) |
| Cash Flows from Financing Activities: | |||
| Payments on Finance Lease Obligations | (12,554) | (10,518) | (25,335) |
| Payments on Term Loan B | — | — | (63,590) |
| Payments on Second Lien Notes | — | — | (101,832) |
| Proceeds from Long-Term Debt Issuance | 114,439 | — | — |
| Payments on Other Debt | (14,118) | (955) | (981) |
| Shares Withheld for Taxes | (15,619) | (5,126) | (12,831) |
| Repurchases of Common Stock | (224,264) | (70,879) | (399,379) |
| Debt-Related Financing Fees | (20,477) | — | (2,779) |
| Payments of Excise Tax on Share Repurchases | (934) | (3,747) | — |
| Dividends and Dividend Equivalents Paid | (26,264) | (15,860) | (75,474) |
| Net Cash Used in Financing Activities | (199,791) | (107,085) | (682,201) |
| Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | 153,620 | 204,274 | (83,684) |
| Cash and Cash Equivalents and Restricted Cash at Beginning of Period | 447,542 | 243,268 | 326,952 |
| Cash and Cash Equivalents and Restricted Cash at End of Period | $601,162 | $447,542 | $243,268 |
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—SIGNIFICANT ACCOUNTING POLICIES:
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.”
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 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.
A summary of the significant accounting policies of the Company is presented below. These, together with the other notes that follow, are an integral part of these financial statements.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S., and they include the accounts of the Company and its wholly-owned and majority-owned or controlled subsidiaries. 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.
All dollar amounts discussed in these Notes to the Audited Consolidated Financial Statements are in thousands of U.S. dollars, except for share and per share amounts, and unless otherwise indicated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as various disclosures. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.
Restricted Cash
Restricted cash includes cash pledged as collateral, which supports the Company’s surety bond portfolio and letters of credit issued under the Company’s accounts receivable securitization program. As of December 31, 2025, the Company had $168,988 in restricted cash. As of December 31, 2024, the Company had $39,302 in restricted cash. These restricted cash balances are included in Other Current Assets and Funds for Asset Retirement Obligations in the accompanying Consolidated Balance Sheets.
Trade Receivables and Allowance for 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. See Note 7—Credit Losses for additional information regarding the Company’s measurement of expected credit losses. There were no material financing receivables with a contractual maturity greater than one year at December 31, 2025 and 2024.
Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion, amortization and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in the Company’s coal operations.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost upon acquisition. Expenditures that extend the useful lives of existing plant and equipment are capitalized. Interest costs applicable to major asset additions are capitalized during the construction period. Costs of additional mine facilities required to maintain production after a mine reaches the production stage, generally referred to as “receding face costs,” are expensed as incurred; however, the costs of additional airshafts and new portals are capitalized. Planned major maintenance costs that do not extend the useful lives of existing plant and equipment are expensed as incurred.
Coal exploration costs are expensed as incurred. Coal exploration costs include those incurred to ascertain existence, location, extent or quality of ore or minerals before beginning the development stage of the mine. Costs of developing new underground mines and certain underground expansion projects are capitalized. Underground development costs, which are costs incurred to make the mineral physically accessible, include costs to prepare property for shafts, driving main entries for ventilation, haulage, personnel, construction of airshafts, roof protection and other facilities.
Airshafts and capitalized mine development associated with a coal reserve are amortized on a units-of-production basis as the coal is produced so that each ton of coal is assigned a portion of the unamortized costs. The Company employs this method to match costs with the related revenues realized in a particular period. Rates are updated when revisions to coal reserve estimates are made. Coal reserve estimates are reviewed when information becomes available that indicates a reserve change is needed, or at a minimum once a year. Any material effect from changes in estimates is disclosed in the period the change occurs. Amortization of development costs begins when the development phase is complete and the production phase begins. At an underground mine, the end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine’s production capacity and is not considered to shift the mine into the production phase.
Coal reserves are either owned in fee or controlled by lease. The durations of the leases vary; however, the lease terms are generally extended automatically to the exhaustion of economically recoverable reserves, as long as active mining continues. Coal interests held by lease provide the same rights as fee ownership for mineral extraction and are legally considered real property interests. Depletion of leased coal interests is computed using the units-of-production method over recoverable coal reserves. The Company also makes advance payments, or advance mining royalties, to lessors under certain lease agreements that are recoupable against future production, and it makes payments that are generally based upon a specified rate per ton or a percentage of gross realization from the sale of the coal. The Company evaluates its properties, including advance mining royalties and leased coal interests, for impairment indicators whenever events or circumstances indicate that the carrying amount may not be recoverable.
Costs to obtain coal lands are capitalized based on the cost at acquisition and are amortized using the units-of-production method over all estimated recoverable reserve tons assigned and accessible to the mine. Recoverable coal reserves are estimated on a clean coal ton equivalent, which excludes nonrecoverable coal reserves and anticipated preparation plant processing refuse. Rates are updated when revisions to coal reserve estimates are made. Coal reserve estimates are reviewed when events and circumstances indicate a reserve change is needed, or at a minimum once a year. Amortization of coal interests begins when the coal reserve is produced. At an underground mine, a ton is considered produced once it reaches the surface area of the mine. Any material effect from changes in estimates is disclosed in the period the change occurs.
When properties are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is recognized in Other Operating Income and Expense, net in the Consolidated Statements of (Loss) Income.
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives or lease terms, generally as follows:
| Years | |
| Buildings and improvements | 10 to 45 |
|---|---|
| Machinery and equipment | 3 to 25 |
| Leasehold improvements | Life of Lease |
Capitalization of Interest
Interest costs associated with the development of significant properties and projects are capitalized until the project is substantially complete and ready for its intended use. A weighted average cost of borrowing rate is used. For the years ended December 31, 2025, 2024 and 2023, capitalized interest totaled $5,564, $6,106 and $3,981, respectively.
Impairment of Long-lived Assets
Impairment of long-lived assets or asset groups is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the respective assets’ or asset groups’ carrying value. The carrying value of the assets is then reduced to its estimated fair value, which is usually measured based on an estimate of future discounted cash flows. There were no indicators of impairment and, therefore, no impairment losses were recorded during the years ended December 31, 2025, 2024 and 2023.
Income Taxes
The Company files a consolidated federal income tax return and utilizes the asset and liability method to account for income taxes. The provision for income taxes represents amounts paid or estimated to be payable, net of amounts refunded or estimated to be refunded, for the current year and the change in deferred taxes, exclusive of amounts recorded in Other Comprehensive Income (Loss). Any refinements to prior years’ provisions made due to subsequent information are reflected as adjustments in the current period.
Deferred income tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities and are recognized using enacted tax rates for the effect of such temporary differences. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
In accounting for uncertainty in income taxes of a tax position taken or expected to be taken in a tax return, the Company utilizes a recognition threshold and measurement attribute for the financial statement recognition and measurement. The recognition threshold requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position in order to record any financial statement benefit. If it is more likely than not that a tax position will be sustained, then the Company must measure the tax position to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
Postretirement Benefits Other Than Pensions
Postretirement benefit obligations established by the Coal Industry Retiree Health Benefit Act of 1992 (the “Coal Act”) are treated as a multi-employer plan, which requires expense to be recorded for the associated obligations as payments are made. For postretirement benefits other than pensions, except for those established pursuant to the Coal Act, the Company accrues the cost of such retirement benefits for the employees’ active service periods. Such liabilities are determined on an actuarial basis, and the Company administers these liabilities through a combination of self-insured and fully-insured agreements. Differences between actual and expected results or changes in the value of obligations are recorded in Other Comprehensive Income (Loss).
Pneumoconiosis Benefits and Workers’ Compensation
The Company is required by federal and state statutes to provide benefits to certain current and former totally disabled employees or their dependents for awards related to coal workers’ pneumoconiosis. The Company is also required by various state statutes to provide workers’ compensation benefits for employees who sustain employment-related physical injuries or some types of occupational disease. Workers’ compensation benefits include compensation for disability, medical costs and, on some occasions, the cost of rehabilitation. The Company is primarily self-insured for these benefits. The Company estimates provisions related to these benefits on an actuarial basis.
Asset Retirement Obligations
The Company recognizes the fair values of asset retirement obligations for mine closing costs and costs associated with dismantling and removing degasification facilities in the periods in which they are incurred if a reasonable estimate of fair value can be made. For active locations, the present value of the estimated asset retirement obligation is capitalized as part of the carrying amount of the related long-lived asset. For locations that have been fully depleted or closed, the present value of the change is recorded directly to earnings. Generally, the capitalized asset retirement obligation is depreciated on a units-of-production basis. Accretion of the asset retirement obligation is recognized over time and until the reclamation obligations are satisfied. Accretion is included in Depreciation, Depletion and Amortization on the Consolidated Statements of (Loss) Income. Asset retirement obligations primarily relate to the closure of mines, which includes treatment of water and the reclamation of land upon exhaustion of coal reserves. Accrued mine closing costs, perpetual water treatment costs, reclamation and costs associated with dismantling and removing degasification facilities are regularly reviewed by management and are revised for changes in future estimated costs and regulatory requirements, in each case if and as applicable.
Subsidence
Subsidence occurs when there is sinking or shifting of the ground surface due to the removal of underlying coal. Areas affected may include, but are not limited to, streams, property, roads, pipelines and other land and surface structures. Total estimated subsidence-related obligations are recognized in the period when the related coal has been extracted and are included in Cost of Sales on the Consolidated Statements of (Loss) Income and Other Accrued Liabilities on the Consolidated Balance Sheets. On occasion, the Company may elect to prepay for estimated damages prior to undermining the property in return for a release of liability. Prepayments are included as assets and are either recognized in Other Current Assets or Other Noncurrent Assets, net on the Consolidated Balance Sheets if the payment is made less than or greater than one year, respectively, prior to undermining the property.
Retirement Plans
The Company has non-contributory defined benefit retirement plans. The benefits for these plans are based primarily on years of service and employees’ pay. The costs of these retiree benefits are recognized over the employees’ service periods. In 2015, the Company’s qualified defined benefit retirement plan was frozen. The Company uses actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of expense. Differences between actual and expected results or changes in the value of obligations and plan assets are recorded in Other Comprehensive Income (Loss).
Stock-Based Compensation
Eligible Company employees participate in equity-based compensation plans. The Company recognizes compensation expense for all stock-based compensation awards based on the estimated fair value at the grant date. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the award’s vesting term. See Note 18—Stock-Based Compensation for additional information.
Revenue Recognition
Coal revenue is recognized when the performance obligation has been satisfied and the corresponding transaction price has been determined. Generally, title passes when coal is loaded at the coal preparation facilities, at terminal locations or other customer destinations. The Company’s coal contract revenue per ton is fixed or determinable based upon either fixed forward pricing or pricing derived from established indices and adjusted for nominal quality characteristics. Some coal contracts also contain positive electric power price-related adjustments, which represent market-driven price adjustments, in addition to a fixed base price per ton. The Company’s coal contracts generally do not allow for retroactive adjustments to pricing after title to the coal has passed and do not have significant financing components. See Note 3—Revenue from Contracts with Customers for additional information.
Contingencies
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. Liabilities are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Estimates are developed through consultation with legal counsel involved in the defense of these matters and are based upon the nature of the lawsuit, progress of the case in court, view of legal counsel, prior experience in similar matters and management’s intended response. Environmental liabilities are not discounted or reduced by possible recoveries from third-parties. Legal fees associated with defending these various lawsuits and claims are expensed when incurred.
(Loss) Earnings per Share
Basic (loss) earnings per share are computed by dividing net (loss) income by the weighted-average number of shares outstanding during the reporting period. Diluted (loss) earnings per share are computed similarly to basic (loss) earnings 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.
The table below sets forth the share-based awards that have been excluded from the computation of diluted (loss) earnings per share because their effect would be anti-dilutive:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Anti-Dilutive Restricted Stock Units | 105,182 | 797 | 1,146 |
| Anti-Dilutive Performance Share Units | 83,809 | — | — |
| 188,991 | 797 | 1,146 | |
The computations for basic and diluted (loss) earnings per share are as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Numerator: | |||
| Net (Loss) Income | $(153,216) | $286,405 | $655,892 |
| Denominator: | |||
| Weighted-average shares of common stock outstanding | 51,386,841 | 29,683,002 | 32,941,654 |
| Effect of dilutive shares | — | 124,366 | 200,353 |
| Weighted-average diluted shares of common stock outstanding | 51,386,841 | 29,807,368 | 33,142,007 |
| (Loss) Earnings per Share: | |||
| Basic | $(2.98) | $9.65 | $19.91 |
| Diluted | $(2.98) | $9.61 | $19.79 |
As of December 31, 2025, the Company had 500,000 shares of preferred stock authorized, none of which were issued or outstanding.
Shares of common stock outstanding were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Balance, Beginning of Year | 29,407,830 | 29,910,439 | 34,746,904 |
| Retirement Related to Stock Repurchase (a) | (3,088,520) | (747,351) | (5,224,016) |
| Issuance Related to Merger with Arch (b) | 24,339,073 | — | — |
| Issuance Related to Stock-Based Compensation (c) | 316,802 | 244,742 | 387,551 |
| Balance, End of Year | 50,975,185 | 29,407,830 | 29,910,439 |
(a) See Note 4—Stock and Debt Repurchases for additional information.
(b) See Note 2—Merger with Arch for additional information.
(c) See Note 18—Stock-Based Compensation for additional information.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. 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 generally accepted accounting principles; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update 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.
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), assets, stockholders’ equity or cash flows from operating 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 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 acrosssix 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 intwo 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. Adjustments to the purchase price allocation made during the year ended December 31, 2025 did not have a material impact on the Company’s financial results.
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 | $2,481,368 |
| Effective Settlement of Pre-Existing Relationships | 95,636 |
| Total Consideration Transferred | $2,577,004 |
| Assets Acquired: | |
| Cash and Cash Equivalents | $217,593 |
| Short-Term Investments | 22,969 |
| Trade Receivables, net | 161,670 |
| Other Receivables, net | 6,629 |
| Inventories | 307,175 |
| Other Current Assets | 13,366 |
| Property, Plant and Equipment, net | 2,607,835 |
| Funds for Asset Retirement Obligations | 150,033 |
| Other Noncurrent Assets, net | 152,553 |
| Total Assets Acquired | $3,639,823 |
| Liabilities Assumed: | |
| Accounts Payable | $211,227 |
| Current Portion of Long-Term Debt | 4,104 |
| Other Accrued Liabilities | 154,651 |
| Long-Term Debt | 6,667 |
| Postretirement Benefits Other Than Pensions | 37,118 |
| Pneumoconiosis Benefits | 111,313 |
| Asset Retirement Obligations | 248,773 |
| Workers’ Compensation | 36,254 |
| Salary Retirement | 786 |
| Deferred Income Taxes | 158,471 |
| Other Noncurrent Liabilities | 93,455 |
| Total Liabilities Assumed | $1,062,819 |
| Net Assets Acquired | $2,577,004 |
The fair value and gross contractual amount of receivables acquired was $168,299, substantially all of which has been 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 are not observable in the market and, as such, are Level 3 fair value measurements. Significant inputs used in the income approach included estimates of forecasted cash flows, which are 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 current market terms. The 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, on the Consolidated Balance Sheet at December 31, 2025. The fair values of the identified intangible assets and liabilities were determined using the income approach based on inputs that are not observable in the market and, as such, are 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 amortized over each contractual term, which ranges fromone tofive years, or a weighted-average period of 1.6 years, which reflects the pattern in which the Company expects to consume the economic benefits of the net assets. Amortization expense was approximately $32 million for the year ended December 31, 2025. The Company expects to recognize remaining amortization expense of approximately 16% of the total contract value in 2026,16% in 2027 and the remaining 2% in 2028 and 2029.
The Consolidated Statement of (Loss) Income for the year ended December 31, 2025 includes Revenues of $2,048,154 and a Loss Before Income Tax of $431,393 attributable to Arch since the closing of the Merger on January 14, 2025.
The table below summarizes the Company’s results as though the Merger had been consummated on January 1, 2024:
| Year Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenues (a) | $4,215,482 | $4,599,302 |
| Net (Loss) Income (a) | $(110,490) | $80,918 |
(a) Pro forma information for the year ended December 31, 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.
The unaudited pro forma financial information for the year ended December 31, 2024 also includes $161,102 of non-recurring pro forma adjustments (before tax) directly attributable to the Merger, which are comprised primarily of $92,698 of transaction and employee-related costs incurred by Arch and the Company prior to the closing of the Merger and $65,845 of Merger-related costs incurred 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 accompanying Consolidated Statement of (Loss) Income for the year ended December 31, 2025, but, for the purpose of presenting the unaudited pro forma financial information above, have been removed from the 2025 period and included in the year ended December 31, 2024 to give effect to the Merger as if it closed on January 1, 2024. Pro forma adjustments were tax-effected at the statutory tax rate of 21% for purposes of calculating net (loss) income 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:
| Year Ended December 31, 2025 | ||||
|---|---|---|---|---|
| Domestic · Export · Total | ||||
| Power Generation | $1,531,509 | $328,918 | $1,860,427 | |
| Industrial | 132,628 | 807,540 | 940,168 | |
| Metallurgical | 157,183 | 1,171,703 | 1,328,886 | |
| Total Coal Revenue | 1,821,320 | 2,308,161 | 4,129,481 | |
| Third-Party Terminal Revenue | 21,477 | |||
| Other Revenue | 13,817 | |||
| Total Revenue from Contracts with Customers | $4,164,775 | |||
| Year Ended December 31, 2024 | ||||
|---|---|---|---|---|
| Domestic · Export · Total | ||||
| Power Generation | $649,056 | $257,065 | $906,121 | |
| Industrial | 19,811 | 732,806 | 752,617 | |
| Metallurgical | 44,861 | 414,035 | 458,896 | |
| Total Coal Revenue | 713,728 | 1,403,906 | 2,117,634 | |
| Third-Party Terminal Revenue | 31,064 | |||
| Other Revenue | 15,708 | |||
| Total Revenue from Contracts with Customers | $2,164,406 | |||
| Year Ended December 31, 2023 | ||||
|---|---|---|---|---|
| Domestic · Export · Total | ||||
| Power Generation | $672,509 | $399,506 | $1,072,015 | |
| Industrial | 34,453 | 965,537 | 999,990 | |
| Metallurgical | 10,671 | 376,059 | 386,730 | |
| Total Coal Revenue | 717,633 | 1,741,102 | 2,458,735 | |
| Third-Party Terminal Revenue | 47,900 | |||
| Total Revenue from Contracts with Customers | $2,506,635 | |||
Coal Revenue
The Company has disaggregated its coal revenue between domestic and export revenues, as well as between the industrial, power generation and metallurgical markets. Domestic coal revenue tends to be derived from contracts that typically have a term of one year or longer, and the pricing is typically fixed. Historically, export coal revenue tended to be derived from spot or shorter-term contracts with pricing determined closer to the time of shipment or based on a market index; however, the Company has secured several long-term export contracts with varying pricing arrangements.
The estimated transaction price from each of the Company’s contracts is based on the total amount of consideration to which the Company expects to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services and per ton price fluctuations based on certain coal sales price indices. The estimated transaction price for each contract is allocated to the Company’s performance obligations based on relative stand-alone selling prices determined at contract inception. The Company has determined that each ton of coal represents a separate and distinct performance obligation.
While the Company does, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs are generally immaterial. At December 31, 2025 and 2024, the Company didnot have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, the Company hasnot recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Company hasnot recognized any coal revenue in the current period that is not a result of current period performance.
Terminal Revenue
Terminal revenues are attributable to the Company’s Core Marine Terminal and include revenues earned from providing receipt and unloading of coal from rail cars, transporting coal from the receipt point to temporary storage or stockpile facilities located at the terminal, stockpiling, blending, weighing, sampling, redelivery and loading of coal onto vessels. Revenues for these services are earned and performance obligations are considered fulfilled as the services are performed.
The Core Marine Terminal does not normally experience material costs of obtaining customer contracts with amortization periods greater than one year. At December 31, 2025 and 2024, the Company didnot have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023, the Company hasnot recognized any amortization of previously existing capitalized costs of obtaining terminal customer contracts. Further, the Company hasnot recognized any terminal revenue in the current period that is not a result of current period performance.
Other Revenue
Other revenue consists of revenue generated from carbon products and materials businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary. This revenue is primarily comprised of sales of carbon-based tools, parts and materials that are used in the aerospace and other industries. Revenues for these products are earned and recognized as the tools are built and progress toward product completion. Additionally, other revenue consists of revenue generated from the processing of third-party coal at various mining complexes. Revenues for these services are earned and performance obligations are considered fulfilled as the services are performed.
Contract Balances
Contract assets, when present, are recorded separately from trade receivables in the Company’s Consolidated Balance Sheets and are reclassified to trade receivables as title passes to the customer and the Company’s right to consideration becomes unconditional. 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. The Company typically does not have material contract assets that are stated separately from trade receivables since the Company’s performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Company an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Company’s performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the goods passes to the customer, or over time when services are provided.
Outstanding Performance Obligations
As of December 31, 2025, 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 $3.5 billion. The Company expects to satisfy approximately 52% of these performance obligations in 2026 with 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.
NOTE 4—STOCK AND DEBT REPURCHASES:
In December 2017, the Company’s Board of Directors approved a program to repurchase, from time to time, the Company’s outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”). This program terminated on December 31, 2024.
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 Revolving Credit Facility and the Series 2025 Bonds Indentures (as defined in Note 13—Long-Term Debt) that may limit or restrict the Company’s ability to repurchase shares of its common stock.
Under the terms of the program, consistent with the previous 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 years ended December 31, 2025,2024 and 2023, the Company repurchased and retired 3,088,520,747,351 and 5,224,016 shares, respectively, of the Company’s common stock at an average price of $72.61, $89.49 and $75.69 per share, respectively. All remaining outstanding Second Lien Notes were redeemed by the Company during the year ended December 31, 2023, and thus, no open market repurchases of the Company’s Second Lien Notes were made during the years ended December 31, 2024 and 2023.
NOTE 5—INCOME TAXES:
The components of income tax (benefit) expense were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Current: | |||
| U.S. Federal | $349 | $34,009 | $100,572 |
| U.S. State | 135 | 1,413 | 7,287 |
| 484 | 35,422 | 107,859 | |
| Deferred: | |||
| U.S. Federal | (76,470) | 9,557 | 12,528 |
| U.S. State | (4,501) | (737) | 1,593 |
| (80,971) | 8,820 | 14,121 | |
| Total Income Tax (Benefit) Expense | $(80,487) | $44,242 | $121,980 |
During the year ended December 31, 2025, the Company adopted ASU 2023-09 Income Taxes prospectively. A reconciliation of income tax benefit and the amount computed by applying the statutory federal income tax rate of 21% to loss before income tax for the year ended December 31, 2025 is as follows:
| Year Ended December 31, | ||
|---|---|---|
| 2025 | ||
| Amount | Percent | |
| Statutory U.S. federal income tax rate | $(49,078) | 21.0% |
| State income taxes, net of federal tax benefit (a) | (3,449) | 1.5 |
| Research and development tax credits | (750) | 0.3 |
| Nontaxable or nondeductible items: | ||
| Excess tax depletion | (36,346) | 15.6 |
| Compensation | 6,896 | (3.0) |
| Other | 2,017 | (0.9) |
| Changes in unrecognized tax positions | (843) | 0.4 |
| Other adjustments | 1,066 | (0.5) |
| Income Tax Benefit / Effective Rate | $(80,487) | 34.4% |
(a) State taxes in Pennsylvania, Maryland and West Virginia made up the majority of the tax effect in this category for the year ended December 31, 2025.
A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate of 21% to earnings before income tax for the years ended December 31, 2024 and 2023 is as follows:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Amount | Percent | Amount | Percent | |
| Statutory U.S. federal income tax rate | $69,436 | 21.0% | $163,353 | 21.0% |
| State income taxes, net of federal tax benefit | 3,017 | 0.9 | 7,618 | 1.0 |
| Excess tax depletion | (22,397) | (6.8) | (26,802) | (3.5) |
| Foreign derived intangible income | (4,501) | (1.4) | (23,545) | (3.0) |
| Uncertain tax positions | (1,452) | (0.4) | 36 | — |
| Compensation | 1,480 | 0.5 | 2,284 | 0.3 |
| Tax credits | (1,000) | (0.3) | (700) | (0.1) |
| State rate change and prior period adjustments | (644) | (0.2) | (809) | (0.1) |
| Other | 303 | 0.1 | 545 | 0.1 |
| Income Tax Expense / Effective Rate | $44,242 | 13.4% | $121,980 | 15.7% |
Significant components of deferred tax assets and liabilities were as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred Tax Asset: | ||
| Net operating loss | $222,317 | $1,097 |
| Pneumoconiosis benefits | 59,729 | 31,663 |
| Postretirement benefits other than pensions | 44,587 | 40,226 |
| Asset retirement obligations | 43,406 | 40,445 |
| Other | 55,568 | 43,638 |
| Total Deferred Tax Asset | 425,607 | 157,069 |
| Valuation Allowance | (75,338) | — |
| Net Deferred Tax Asset | 350,269 | 157,069 |
| Deferred Tax Liability: | ||
| Equity Partnerships | (410,966) | (155,039) |
| Property, plant and equipment | (54,626) | (39,154) |
| Other | (14,790) | (12,090) |
| Total Deferred Tax Liability | (480,382) | (206,283) |
| Net Deferred Tax Liability | $(130,113) | $(49,214) |
At December 31, 2025, the Company had gross federal net operating loss carryforwards of $717,286. Of these carryforwards, $112,605 will expire, if not utilized, starting in 2037. The remaining carryforwards have no expiration; however, they can only be used to offset 80% of the Company’s U.S. federal taxable income in any taxable year.
At December 31, 2025, the net operating loss deferred tax asset of $222,317 comprised federal and state components of $150,636 and $71,681, respectively. Certain state net operating loss carryforwards will begin to expire starting in 2026.
The Company assesses the need for a valuation allowance against its deferred tax assets, including temporary differences and tax attributes, through a review of all available positive and negative evidence. On the basis of this assessment, as of December 31, 2025, the Company had a valuation allowance against certain state net operating loss and capital loss carryforwards.
A reconciliation of the beginning and ending amount of the valuation allowance is as follows:
| Year Ended December 31, | |
|---|---|
| 2025 | |
| Balance at January 1 | $— |
| Valuation Allowance Acquired in Merger | 77,269 |
| Deductions | (1,931) |
| Balance at December 31 (a) | $75,338 |
(a) There wereno valuation allowances during the years ended December 31, 2024 and 2023.
Income Taxes Paid
Income taxes paid by jurisdiction were as follows:
| Year Ended December 31, | |
|---|---|
| 2025 | |
| U.S. federal income taxes paid, net of refunds received | $450 |
| State and local income taxes paid, net of refunds received | 50 |
| Total Income Taxes Paid | $500 |
Unrecognized Tax Benefits
The Company utilizes the “more likely than not” standard in recognizing a tax benefit in its financial statements. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Balance at January 1 | $— | $1,987 | $1,941 |
| Additions based on tax positions related to the current year | — | — | 22 |
| Additions for tax positions of prior years | 6,808 | — | 24 |
| Reductions due to the statute of limitations | (855) | — | — |
| Settlements | — | (1,987) | — |
| Balance at December 31 | $5,953 | $— | $1,987 |
If recognized, the Company’s unrecognized tax benefits at December 31, 2025 would impact the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company hadno accrued interest and penalties at December 31, 2025 and 2024.
The Company expects a decrease in its net unrecognized tax benefits of $844 during the next 12 months due to the expiration of statutes.
The Company is primarily subject to taxation in the U.S. and its various states. Due to the existence of federal and state net operating losses, the Company’s federal and state income tax returns may be open to examination beyond the typical statutes of limitations periods.
NOTE 6—CASH AND 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 Consolidated Statements of Cash Flows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash and Cash Equivalents | $432,174 | $408,240 |
| Restricted Cash - Current (a) | 37,403 | 39,302 |
| Restricted Cash - Noncurrent (a) | 131,585 | — |
| Cash and Cash Equivalents and Restricted Cash | $601,162 | $447,542 |
(a) Restricted Cash - Current and Restricted Cash - Noncurrent are included in Other Current Assets and Funds for Asset Retirement Obligations, respectively, in the accompanying Consolidated Balance Sheets.
The Company had invested in marketable debt securities, primarily comprised of highly liquid U.S. Treasury securities. These investments were held in the custody of financial institutions. The securities outstanding were classified as available-for-sale securities, matured within 12 months of the acquisition date and were classified as current assets accordingly. During the first quarter of 2025, the Company liquidated its remaining investments in U.S. Treasury securities.
The Company’s investments in available-for-sale securities were as follows:
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Amortized Cost · Allowance for Credit Losses · Gross Unrealized | |||||
| Gains · Losses · Fair Value | |||||
| U.S. Treasury Securities | $51,885 | $— | $120 | $(12) | $51,993 |
Available-for-sale investments are reported at fair value in the accompanying Consolidated Balance Sheets, 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 when earned.
NOTE 7—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-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, 2024 | $1,265 | $7,625 |
| Provision for expected credit losses | (620) | (132) |
| Write-off of uncollectible accounts | — | (740) |
| Ending Balance, December 31, 2025 | $645 | $6,753 |
NOTE 8—ASSET RETIREMENT OBLIGATIONS:
The reconciliation of changes in the Company’s asset retirement obligations is as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at Beginning of Period | $247,732 | $241,192 |
| Accretion Expense | 42,297 | 19,727 |
| Payments | (36,205) | (30,089) |
| Revisions in Estimated Cash Flows | 26,442 | 16,902 |
| Obligations Assumed in Merger | 254,474 | — |
| Balance at End of Period (a) | $534,740 | $247,732 |
(a) Includes current portion of $38,738 and $35,554 at December 31, 2025 and 2024, respectively.
Through December 31, 2025, the Company has contributed $131,585 to a fund that will serve to defease the long-term asset retirement obligation for its Powder River Basin thermal asset base; this amount is included in Funds for Asset Retirement Obligations on the Consolidated Balance Sheets.
On October 2, 2024, three Company subsidiaries voluntarily entered into a Post-Mining Discharge Treatment Trust Consent Order and Agreement (“CO&A”) with the Pennsylvania Department of Environmental Protection (“PADEP”). The CO&A serves as an approved alternative financial assurance mechanism associated with the Company’s perpetual water treatment obligations located in Pennsylvania and establishes a Global Water Treatment Trust Fund (“WTTF”). The WTTF is a long-term funding mechanism for 22 legacy mine water treatment systems (“treatment systems”) in Pennsylvania. The Company intends to make minimum annual contributions of $2,000 until the cash balance of the fund equals 100% of the present value of future operation, maintenance and recapitalization costs for the treatment systems, currently estimated to be $74,795. As the cash balance of the fund grows, surety bonds associated with the treatment systems will be adjusted or released by the PADEP, thereby reducing the Company’s exposure to surety bonds and related collateral requirements. Through December 31, 2025, the Company has contributed $14,066 to the fund, and the PADEP has approved bond reductions totaling $66,294.
During the years ended December 31, 2025 and 2024, the Company’s contributions into the WTTF were managed and invested, at the direction of the trustee in accordance with the trust agreement, into various debt and equity securities. These investments are held in the custody of the WTTF trustee. These investments are classified as available-for-sale securities.
The Company’s investments in available-for-sale securities are as follows:
| Amortized Cost · Allowance for Credit Losses · Gross Unrealized | |||||
|---|---|---|---|---|---|
| Funds for Asset Retirement Obligations · Gains · Losses · Fair Value | |||||
| December 31, 2025 | $15,546 | $— | $2,403 | $(660) | $17,289 |
| December 31, 2024 | $12,112 | $— | $87 | $(145) | $12,054 |
Available-for-sale investments are reported at fair value in the accompanying Consolidated Balance Sheets, and any unrealized gains or losses are recognized in Other Comprehensive Income (Loss), net of tax. Any unrealized gains or losses in the Company’s portfolio are a result of normal market fluctuations. Interest, dividends and realized gains or losses are included in net income when earned.
NOTE 9—INVENTORIES:
Inventories consisted of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Coal | $148,891 | $17,480 |
| Supplies | 225,868 | 78,721 |
| Total Inventories | $374,759 | $96,201 |
NOTE 10—PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consisted of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Plant and Equipment | $4,876,926 | $3,633,741 |
| Coal Properties and Surface Lands | 2,241,915 | 913,819 |
| Airshafts | 591,146 | 521,334 |
| Mine Development | 690,845 | 366,260 |
| Advance Mining Royalties | 329,970 | 328,927 |
| Total Property, Plant and Equipment | 8,730,802 | 5,764,081 |
| Less: Accumulated Depreciation, Depletion and Amortization | 4,343,920 | 3,842,382 |
| Total Property, Plant and Equipment - Net | $4,386,882 | $1,921,699 |
As of December 31, 2025 and 2024, property, plant and equipment included gross assets under finance leases of $71,462 and $40,804, respectively. Accumulated amortization for finance leases was $15,230 and $16,929 at December 31, 2025 and 2024, respectively. Amortization expense for assets under finance leases was $13,147, $9,814 and $25,400 for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of (Loss) Income. See Note 14—Leases for further discussion of finance leases.
NOTE 11—ACCOUNTS RECEIVABLE SECURITIZATION:
Certain U.S. subsidiaries of Core Natural Resources, Inc. 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 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”) plusten 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 December 31, 2025, the Company’s eligible accounts receivable yielded $185,122 of borrowing capacity. At December 31, 2025, the facility hadno outstanding borrowings and $158,282 of letters of credit outstanding, leaving available borrowing capacity of $26,840. At December 31, 2024, the Company’s eligible accounts receivable yielded $71,964 of borrowing capacity. At December 31, 2024, the facility hadno outstanding borrowings and $71,922 of letters of credit outstanding, leaving available borrowing capacity of $42. Costs associated with the Receivables Financing Agreement totaled $3,672, $1,444 and $1,423 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.
NOTE 12—OTHER ACCRUED LIABILITIES:
Other accrued liabilities consisted of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Subsidence Liability | $113,352 | $88,259 |
| Accrued Compensation and Benefits | 73,783 | 54,138 |
| Accrued Other Taxes | 53,038 | 6,973 |
| Other | 63,951 | 31,928 |
| Current Portion of Long-Term Liabilities: | ||
| Asset Retirement Obligations | 38,738 | 35,554 |
| Pneumoconiosis Benefits | 24,539 | 16,389 |
| Postretirement Benefits Other than Pensions | 18,696 | 17,887 |
| Workers' Compensation | 18,241 | 11,056 |
| Total Other Accrued Liabilities | $404,338 | $262,184 |
NOTE 13—LONG-TERM DEBT:
Long-term debt consisted of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| WVEDA Solid Waste Disposal Facility Revenue Bonds due March 2035 at 5.45% | $106,355 | $— |
| MEDCO Port Facilities Refunding Revenue Bonds due March 2035 at 5.00% and 5.75% at December 31, 2025 and 2024, respectively | 102,865 | 102,865 |
| PEDFA Solid Waste Disposal Facility Revenue Bonds due March 2035 at 5.45% and 9.00% at December 31, 2025 and 2024, respectively | 97,560 | 75,000 |
| Equipment Financing (7.55% Weighted-Average Interest Rate) | 79,665 | — |
| Advance Royalty Commitments (8.04% and 8.10% Weighted-Average Interest Rate at December 31, 2025 and 2024, respectively) | 11,407 | 6,148 |
| Other Debt Arrangements | 3,509 | 664 |
| Less: Unamortized Debt Issuance Costs | (6,539) | (1,213) |
| 394,822 | 183,464 | |
| Less: Current Portion of Long-Term Debt (a) | (77,555) | (103,940) |
| Long-Term Debt | $317,267 | $79,524 |
(a) Excludes current portion of Finance Lease Obligations of $20,773 and $8,925 at December 31, 2025 and 2024, respectively.
Annual undiscounted maturities on the Company’s debt instruments as of December 31, 2025 were as follows:
| Year ended December 31, | Amount |
|---|---|
| 2026 | $77,555 |
| 2027 | 2,626 |
| 2028 | 2,214 |
| 2029 | 2,003 |
| 2030 | 6,532 |
| Thereafter | 310,431 |
| Total Long-Term Debt Maturities | $401,361 |
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 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 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 0.28 to 1.00 at December 31, 2025. The Company’s total net leverage ratio was 0.03 to 1.00 at December 31, 2025. The Company’s interest coverage ratio was 35.10 to 1.00 at December 31, 2025. The Company was in compliance with all covenants under the Revolving Credit Facility as of December 31, 2025.
At December 31, 2025, the Revolving Credit Facility hadno borrowings outstanding and $110,098 of letters of credit outstanding, leaving $489,902 of unused capacity. At December 31, 2024, the Revolving Credit Facility hadno borrowings outstanding and $107,087 of letters of credit outstanding, leaving $247,913 of unused 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 $350,156 and $133,853, comprised mainly of $347,093 and $133,694 trade receivables, net, at December 31, 2025 and 2024, respectively. For the years ended December 31, 2025, 2024 and 2023, net income attributable to the SPVs was $10,575, $46 and $5,129, respectively, which was primarily attributable to intercompany fees paid to purchase the receivables, which have been eliminated in the Consolidated Financial Statements in this Report. During the years ended December 31, 2025, 2024 and 2023, there wereno borrowings or payments under the accounts receivable securitization facilities. See Note 11—Accounts Receivable Securitization for additional information.
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 term often 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 term often 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 term often 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 $75,000 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 recorded in Loss on Debt Extinguishment on the Consolidated Statements of (Loss) Income for the year ended December 31, 2025.
NOTE 14—LEASES:
The Company has operating leases for mining and other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend, and some leases include options to terminate or buy out the leases within a set period of time. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation or changes in other indexes. Historically, many of the Company’s operating lease payments for mining equipment contained a variable component which was calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of the Company’s leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.
The Company determines if an arrangement is an operating or finance lease at inception of the applicable lease. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. Further, the Company made an accounting policy election not to apply the recognition and measurement requirements to short-term leases, defined as leases with an initial term of 12 months or less. For the years ended December 31, 2025, 2024 and 2023, these short-term leases were not material to the Company’s financial statements.
The components of operating lease expense were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Fixed operating lease expense | $3,385 | $4,850 | $6,447 |
| Variable operating lease expense | — | 6,373 | 8,358 |
| Total operating lease expense | $3,385 | $11,223 | $14,805 |
Supplemental cash flow information related to the Company’s operating leases was as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $3,483 | $4,787 | $6,148 |
The following table presents the lease balances within the Consolidated Balance Sheets, the weighted-average lease term and the weighted-average discount rate related to the Company’s operating leases:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| Lease Assets and Liabilities · Balance Sheet Classification · 2025 · 2024 | ||||||
| Assets: | ||||||
| Operating Lease ROU Assets | Other Noncurrent Assets, net | $12,520 | $5,513 | |||
| Liabilities: | ||||||
| Current: | ||||||
| Operating Lease Liabilities | Other Accrued Liabilities | $2,624 | $612 | |||
| Long-Term: | ||||||
| Operating Lease Liabilities | Other Noncurrent Liabilities | 10,819 | 5,466 | |||
| Total Operating Lease Liabilities | $13,443 | $6,078 | ||||
| Weighted-average remaining lease term (in years) | 8.58 | 7.92 | ||||
| Weighted-average discount rate | 7.59% | 7.74% | ||||
The Company also enters into finance leases for certain mining equipment and automobiles. Assets arising from finance leases are included in property, plant and equipment-net and the liabilities are included in current portion of long-term debt and long-term debt in the accompanying Consolidated Balance Sheets.
The components of finance lease expense were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Amortization of right of use assets | $13,147 | $9,814 | $25,400 |
| Interest expense | 2,526 | 1,079 | 1,712 |
| Total finance lease expense | $15,673 | $10,893 | $27,112 |
The following table presents the weighted-average lease term and weighted-average discount rate related to the Company’s finance leases:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted-average remaining lease term (in years) | 2.66 | 2.93 |
| Weighted-average discount rate | 6.60% | 6.59% |
The following table presents the future maturities of the Company’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at December 31, 2025:
| Finance Leases · Operating Leases | ||
|---|---|---|
| 2026 | $23,824 | $3,529 |
| 2027 | 23,639 | 2,507 |
| 2028 | 14,593 | 1,345 |
| 2029 | 854 | 1,368 |
| 2030 | 60 | 1,391 |
| Thereafter | — | 8,482 |
| Total minimum lease payments | 62,970 | 18,622 |
| Less: amount representing interest | 5,304 | 5,179 |
| Present value of minimum lease payments | $57,666 | $13,443 |
NOTE 15—PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:
Pension
The Company has non-contributory defined benefit retirement plans. The benefits for these plans are based primarily on years of service and employees’ pay. The Company’s qualified defined benefit retirement plan (the “Pension Plan”) allows for lump-sum distributions of benefits earned up until December 31, 2005, at the employees’ election. In 2015, the Pension Plan was frozen.
If the lump sum distributions made during a plan year, which for the Company is January 1 to December 31, exceed the total of the projected service cost and interest cost for the plan year, the Company applies settlement accounting. Lump sum payments did not exceed this threshold during the years ended December 31, 2025, 2024 and 2023. The Company’s non-qualified pension plan was frozen as of December 31, 2024.
Other Postretirement
Certain subsidiaries of the Company provide medical and prescription drug benefits to retired employees covered by either the Coal Act or the National Bituminous Coal Wage Agreement of 2011. During the year ended December 31, 2025, the postretirement medical and prescription benefit obligations acquired through the Merger were combined intoone surviving plan, the Retiree Health & Welfare Plan (the “OPEB Plan”).
The reconciliation of changes in the benefit obligation, plan assets and funded status of these plans is as follows:
| Pension Benefits · Other Postretirement Benefits | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Change in benefit obligation: | ||||
| Benefit obligation at beginning of period | $491,664 | $525,086 | $194,138 | $227,235 |
| Service cost | 1,100 | 1,208 | 146 | — |
| Interest cost | 25,373 | 25,724 | 11,876 | 11,031 |
| Benefit obligations assumed in Merger | 894 | — | 41,365 | — |
| Plan curtailments | — | (217) | — | — |
| Actuarial loss (gain) | 11,094 | (14,615) | (23,753) | (27,445) |
| Benefits and other payments | (41,073) | (45,522) | (18,233) | (16,683) |
| Benefit obligation at end of period | $489,052 | $491,664 | $205,539 | $194,138 |
| Change in plan assets: | ||||
| Fair value of plan assets at beginning of period | $511,472 | $549,571 | $— | $— |
| Actual return on plan assets | 43,278 | 5,695 | — | — |
| Company contributions | 1,730 | 1,728 | 18,233 | 16,683 |
| Benefits and other payments | (41,073) | (45,522) | (18,233) | (16,683) |
| Fair value of plan assets at end of period | $515,407 | $511,472 | $— | $— |
| Funded status: | ||||
| Noncurrent assets | $49,618 | $41,938 | $— | $— |
| Current liabilities | (2,152) | (2,057) | (18,696) | (17,887) |
| Noncurrent liabilities | (21,111) | (20,073) | (186,843) | (176,251) |
| Net asset (obligation) recognized | $26,355 | $19,808 | $(205,539) | $(194,138) |
| Amounts recognized in accumulated other comprehensive (loss) income consist of: | ||||
| Net actuarial loss (gain) | $243,082 | $253,641 | $(74,435) | $(53,416) |
| Prior service credit | — | — | (6,519) | (8,924) |
| Net amount recognized (before tax effect) | $243,082 | $253,641 | $(80,954) | $(62,340) |
The components of net periodic benefit cost (credit) are as follows:
| Pension Benefits · Other Postretirement Benefits | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Service cost | $1,100 | $1,208 | $1,217 | $146 | $— | $— |
| Interest cost | 25,373 | 25,724 | 27,027 | 11,876 | 11,031 | 13,044 |
| Expected return on plan assets | (30,258) | (31,964) | (39,470) | — | — | — |
| Amortization of prior service credits | — | — | — | (2,405) | (2,405) | (2,405) |
| Recognized net actuarial loss (gain) | 8,633 | 6,265 | 741 | (2,734) | (278) | — |
| Curtailment gain recognized | — | (217) | — | — | — | — |
| Net periodic benefit cost (credit) | $4,848 | $1,016 | $(10,485) | $6,883 | $8,348 | $10,639 |
Service costs related to pension and other post-employment benefits are reflected in Cost of Sales in the Consolidated Statements of (Loss) Income. All other expenses related to pension and other post-employment benefits are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Consolidated Statements of (Loss) Income. Amounts reclassified out of accumulated other comprehensive (loss) income are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Consolidated Statements of (Loss) Income.
The Company utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the Pension Plan. Cumulative gains and losses that are in excess of 10% of the greater of either the projected benefit obligation or the market-related value of plan assets are amortized over the expected remaining future lifetime of all plan participants for the Pension Plan. Actuarial gains or losses can result from discount rate changes, changes in underlying assumptions that affect the projected benefit obligation, changes in underlying assumptions that affect the market-related value of plan assets, as well as actual fluctuations in the market value of plan assets.
The Company also utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the OPEB Plan. Cumulative gains and losses that are in excess of 10% of the accumulated postretirement benefit obligation are amortized over the average future remaining lifetime of the current inactive population for the OPEB Plan.
The following table provides information related to pension plans with an accumulated benefit obligation in excess of plan assets:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Projected benefit obligation | $23,263 | $22,130 |
| Accumulated benefit obligation | $23,263 | $22,130 |
| Fair value of plan assets | $— | $— |
Assumptions
The weighted-average assumptions used to determine benefit obligations are as follows:
| Pension Benefits · Other Postretirement Benefits | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Discount rate | 5.46% | 5.66% | 5.33% | 5.60% |
| Rate of compensation increase | 4.10% | 4.04% | — | — |
The discount rates are determined using a Company-specific yield curve model (above-mean) developed with the assistance of an external actuary. The Company-specific yield curve models (above-mean) use a subset of the expanded bond universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody’s or Standard & Poor’s as of the measurement date. The yield curve models parallel the plans’ projected cash flows, and the underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company’s plans.
The weighted-average assumptions used to determine net periodic benefit costs are as follows:
| Pension Benefits · Other Postretirement Benefits | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Discount rate | 5.65% | 5.14% | 5.41% | 5.66% | 5.14% | 5.43% |
| Expected long-term return on plan assets | 6.15% | 5.59% | 5.81% | — | — | — |
| Rate of compensation increase | 4.04% | 3.93% | 3.89% | — | — | — |
The long-term rate of return is the sum of the portion of total assets in each asset class held multiplied by the expected return for that class, adjusted for expected expenses to be paid from the assets. The expected return for each class is determined using the plan asset allocation at the measurement date and a distribution of compound average returns over a 20-year time horizon. The model uses asset class returns, variances and correlation assumptions to produce the expected return for each portfolio. The return assumptions used forward-looking gross returns influenced by the current Treasury yield curve. These returns recognize current bond yields, corporate bond spreads and equity risk premiums based on current market conditions.
The assumed health care cost trend rates are as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Health care cost trend rate for next year | 5.62% | 6.01% |
| Rate to which the cost trend is assumed to decline (ultimate trend rate) | 4.00% | 4.00% |
| Year that the rate reaches ultimate trend rate | 2048 | 2048 |
Plan Assets
The Company’s overall investment strategy is to meet current and future benefit payment needs through diversification across asset classes, fund strategies and fund managers to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation. Consistent with the objectives of the pension plan trust (the “Trust”) and in consideration of the Trust’s current funded status and the current level of market interest rates, the Retirement Board, as appointed by the Company’s Board of Directors (the “Retirement Board”) has approved an asset allocation strategy that will change over time in response to future improvements in the Trust’s funded status or changes in market interest rates. Such changes in asset allocation strategy are intended to allocate additional assets to the fixed income asset class should the Trust’s funded status improve. In this framework, the current target allocation for plan assets is 10% diversified growth assets and 90% liability hedging fixed income. Both the equity and fixed income portfolios are comprised of both active and passive investment strategies. The Trust is primarily invested in Mercer Common Collective Trusts. Equity securities consist of investments in large-, mid- and small-cap companies; non-U.S. equities are derived from both developed and emerging markets. Fixed income securities consist primarily of U.S. long duration fixed income corporate and U.S. Treasury instruments. The average quality of the fixed income portfolio must be rated at least “investment grade” by nationally recognized rating agencies. Within the fixed income asset class, investments are invested primarily across various strategies such that the overall profile strongly correlates with the interest rate sensitivity of the Trust’s liabilities in order to reduce the volatility resulting from the risk of changes in interest rates and the impact of such changes on the Trust’s overall financial status. Derivatives, interest rate swaps, options and futures are permitted investments for the purpose of reducing risk and to extend the duration of the overall fixed income portfolio; however, they may not be used for speculative purposes. All or a portion of the assets may be invested in mutual funds or other commingled vehicles so long as the pooled investment funds have an adequate asset base relative to their asset class; are invested in a diversified manner; and have management or oversight by an Investment Advisor registered with the SEC. The Retirement Board reviews the investment program on an ongoing basis including asset performance, current trends and developments in capital markets, changes in Trust liabilities and ongoing appropriateness of the overall investment policy.
There wereno investments in Company stock held by the Pension Plan or the OPEB Plan at December 31, 2025 or 2024. There wereno assets in the OPEB Plan at December 31, 2025 or 2024. The fair values of assets of the Pension Plan by asset category were as follows:
| Fair Value Measurements at December 31, 2025 | Fair Value Measurements at December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Total | Quoted Prices in Active Markets for Identical Assets(Level 1) | Significant Observable Inputs(Level 2) | Significant Unobservable Inputs(Level 3) | Total | Quoted Prices in Active Markets for Identical Assets(Level 1) | Significant Observable Inputs(Level 2) | Significant Unobservable Inputs(Level 3) | |
| Asset Category | ||||||||
| Cash/Accrued Income | $30 | $30 | $— | $— | $103 | $103 | $— | $— |
| Mercer Common Collective Trusts (a) | 515,377 | — | — | — | 511,369 | — | — | — |
| Total | $515,407 | $30 | $— | $— | $511,472 | $103 | $— | $— |
(a) In accordance with Subtopic 820-10, certain investments that were measured using the net asset value per share (or its equivalent) practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total plan assets.
Cash Flows
If necessary, the Company intends to contribute to the Trust using prudent funding methods. However, the Company does not expect to contribute to the Trust in 2026. Pension benefit payments are primarily funded from the Trust. The Company expects to contribute $2,152 to the non-qualified pension plan in 2026 for benefit payments. The Company does not expect to contribute to the OPEB Plan in 2026 and intends to pay benefit claims as they become due.
The following benefit payments are expected to be paid in accordance with plan documents:
| Pension Benefits · Other Postretirement Benefits | ||
|---|---|---|
| 2026 | $40,158 | $18,696 |
| 2027 | $38,764 | $18,261 |
| 2028 | $38,937 | $17,941 |
| 2029 | $38,581 | $17,458 |
| 2030 | $37,355 | $17,053 |
| Years 2031-2035 | $180,360 | $80,352 |
NOTE 16—COAL WORKERS' PNEUMOCONIOSIS AND WORKERS' COMPENSATION:
Coal Workers’ Pneumoconiosis
Under the Federal Coal Mine Health and Safety Act of 1969, as amended, the Company is responsible for medical and disability benefits to employees and their dependents resulting from occurrences of coal workers’ pneumoconiosis (“CWP”) disease. The Company is also responsible under various state statutes for CWP benefits. The Company primarily provides for these claims through a self-insurance program. The calculation of the actuarial present value of the estimated CWP obligation is based on an annual actuarial study by independent actuaries and uses assumptions regarding disability incidence, medical costs, indemnity levels, mortality, death benefits, dependents and interest rates, which are derived from actual company experience and outside sources. Actuarial gains or losses can result from discount rate changes, differences in incident rates and severity of claims filed as compared to original assumptions.
In December 2024, the Office of Workers’ Compensation Programs (“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. The final rule, including any assessments, is subject to appeal. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date.
Workers’ Compensation
The Company must also compensate individuals who sustain employment-related physical injuries or some types of occupational diseases and, on some occasions, for costs of their rehabilitation. Workers’ compensation programs will also compensate survivors of workers who suffer employment-related deaths. Workers’ compensation laws are administered by state agencies, and each state has its own set of rules and regulations regarding compensation owed to an employee that is injured in the course of employment. The Company primarily provides for these claims through a self-insurance program. The Company recognizes an actuarial present value of the estimated workers’ compensation obligation calculated by independent actuaries. The calculation is based on claims filed and an estimate of claims incurred but not yet reported as well as various assumptions, including discount rate, future healthcare trend rate, benefit duration and recurrence of injuries. Actuarial gains or losses associated with workers’ compensation have resulted from discount rate changes and differences in claims experience and incident rates as compared to prior assumptions.
The reconciliation of changes in the benefit obligation and funded status of these plans is as follows:
| CWP · Workers’ Compensation | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Change in benefit obligation: | ||||
| Benefit obligation at beginning of period | $161,878 | $170,014 | $46,107 | $48,153 |
| State administrative fees and insurance bond premiums | — | — | 1,730 | 1,837 |
| Service cost | 7,812 | 2,985 | 6,912 | 5,857 |
| Interest cost | 14,462 | 8,264 | 2,220 | 2,289 |
| Benefit obligations assumed in Merger | 118,585 | — | — | — |
| Actuarial loss (gain) | 11,293 | (2,145) | 1,521 | 1,203 |
| Benefits paid | (28,290) | (17,240) | (11,682) | (13,232) |
| Benefit obligation at end of period | $285,740 | $161,878 | $46,808 | $46,107 |
| Funded status: | ||||
| Current assets | $— | $— | $766 | $1,000 |
| Current liabilities | (24,539) | (16,389) | (12,611) | (11,056) |
| Noncurrent liabilities | (261,201) | (145,489) | (34,963) | (36,051) |
| Net obligation recognized | $(285,740) | $(161,878) | $(46,808) | $(46,107) |
| Amounts recognized in accumulated other comprehensive (loss) income consist of: | ||||
| Net actuarial loss (gain) | $12,761 | $1,638 | $(18,874) | $(22,234) |
| Net amount recognized (before tax effect) | $12,761 | $1,638 | $(18,874) | $(22,234) |
The components of net periodic benefit cost are as follows:
| CWP · Workers’ Compensation | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Service cost | $7,812 | $2,985 | $2,313 | $6,912 | $5,857 | $5,597 |
| Interest cost | 14,462 | 8,264 | 8,285 | 2,220 | 2,289 | 2,514 |
| Recognized net actuarial loss (gain) | 170 | 434 | (1,045) | (1,839) | (2,160) | (2,049) |
| State administrative fees and insurance bond premiums | — | — | — | 1,730 | 1,837 | 1,953 |
| Net periodic benefit cost | $22,444 | $11,683 | $9,553 | $9,023 | $7,823 | $8,015 |
| Insured workers’ compensation fees and assessments | 6,407 | — | — | |||
| Total workers’ compensation expense | $15,430 | $7,823 | $8,015 | |||
Service costs, state administrative fees and insurance bond premiums related to CWP and workers’ compensation are reflected in Cost of Sales in the Consolidated Statements of (Loss) Income. All other expenses related to CWP and workers’ compensation are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Consolidated Statements of (Loss) Income. Amounts reclassified out of accumulated other comprehensive (loss) income are reflected in Non-Service Related Pension and Postretirement Benefit Costs in the Consolidated Statements of (Loss) Income.
The Company utilizes a corridor approach to amortize actuarial gains and losses that have been accumulated under the CWP and Workers’ Compensation plans. Cumulative gains and losses that are in excess of 10% of the greater of either the estimated liability or the market-related value of plan assets are amortized over the expected average remaining future service of the current active membership of the CWP and Workers’ Compensation plans.
In addition to the obligations included above, the Company also has workers’ compensation obligations related to an insured plan acquired through the Merger. As of December 31, 2025, these obligations totaled $40,971, a portion of which is reimbursable under various insurance policies purchased by the Company totaling $4,480. The insured workers’ compensation fees and assessments associated with these obligations, included in the table above, are reflected in Cost of Sales in the Consolidated Statements of (Loss) Income.
Assumptions
The weighted-average discount rates used to determine benefit obligations and net periodic benefit costs are as follows:
| CWP · Workers’ Compensation | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | Year Ended December 31, | |||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Benefit obligations | 5.57% | 5.65% | 5.14% | 5.36% | 5.58% | 5.12% |
| Net periodic benefit cost | 5.65% | 5.14% | 5.40% | 5.58% | 5.12% | 5.38% |
Discount rates are determined using a Company-specific yield curve model (above-mean) developed with the assistance of an external actuary. The Company-specific yield curve models (above-mean) use a subset of the expanded bond universe to determine the Company-specific discount rate. Bonds used in the yield curve are rated AA by Moody’s or Standard & Poor’s as of the measurement date. The yield curve models parallel the plans’ projected cash flows, and the underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company’s plans.
Cash Flows
The Company does not intend to make contributions to the CWP or Workers’ Compensation plans in 2026, but it intends to pay benefit claims as they become due.
The following benefit payments, which reflect expected future claims as appropriate, are expected to be paid:
| Workers' Compensation | ||||
|---|---|---|---|---|
| CWP Benefits · Total Benefits · Actuarial Benefits · OtherBenefits | ||||
| 2026 | $24,539 | $13,460 | $11,845 | $1,615 |
| 2027 | $23,669 | $15,222 | $13,566 | $1,656 |
| 2028 | $22,956 | $16,397 | $14,700 | $1,697 |
| 2029 | $22,207 | $17,182 | $15,442 | $1,740 |
| 2030 | $21,682 | $17,835 | $16,052 | $1,783 |
| Years 2031-2035 | $108,676 | $98,643 | $89,036 | $9,607 |
NOTE 17—OTHER EMPLOYEE BENEFIT PLANS:
UMWA Benefit Trusts
The Coal Act created two multi-employer benefit plans: (1) the United Mine Workers of America (the “UMWA”) Combined Benefit Fund (the “Combined Fund”) into which the former UMWA Benefit Trusts were merged, and (2) the UMWA 1992 Benefit Plan (the “1992 Benefit Plan”). The Company accounts for required contributions to these multi-employer trusts as expense when incurred.
The Combined Fund provides medical and death benefits for all beneficiaries of the former UMWA Benefit Trusts who were actually receiving benefits as of July 20, 1992. The 1992 Benefit Plan provides medical and death benefits to orphan UMWA-represented members eligible for retirement on February 1, 1993 and for those who retired between July 20, 1992 and September 30, 1994. The Coal Act provides for the assignment of beneficiaries to former employers and the allocation of unassigned beneficiaries (referred to as orphans) to companies using a formula set forth in the Coal Act. The
Coal Act requires that responsibility for funding the benefits to be paid to beneficiaries be assigned to their former signatory employers or related companies. This cost is recognized when contributions are assessed. The Company’s total contributions under the Coal Act were $3,157, $3,040 and $3,552 for the years ended December 31, 2025, 2024 and 2023, respectively. Based on available information at December 31, 2025, the Company’s aggregate obligation for the Combined Fund and 1992 Benefit Plan is estimated to be approximately $29,913.
Pursuant to the provisions of the Tax Relief and Healthcare Act of 2006 (the “2006 Act”) and the 1992 Benefit Plan, the Company is required to provide security in an amount based on the annual cost of providing health care benefits for all individuals receiving benefits from the 1992 Benefit Plan who are attributable to the Company, plus all individuals receiving benefits from an individual employer plan maintained by the Company who are entitled to receive such benefits. In accordance with the terms of the 2006 Act and the 1992 Benefit Plan, the Company must secure its obligations by posting letters of credit, which were $12,258, $12,315 and $12,890 at December 31, 2025, 2024 and 2023, respectively. These security amounts were based on the annual cost of providing health care benefits and included a reduction in the number of eligible employees.
Investment Plan
The Company has an investment plan, the Core Natural Resources, Inc. 401(k) Plan (the “401(k) Plan”), available to most non-represented employees. The 401(k) Plan includes company matching of up to 6% of eligible compensation contributed by eligible Company employees. Total company matching contributions were $32,116, $13,179 and $12,348 for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company may also make discretionary contributions to the 401(k) Plan ranging from 1% to 6% of eligible compensation for eligible employees, as defined by the 401(k) Plan. No such discretionary contributions were accrued for at December 31, 2025 and 2024.
Long-Term Disability
The Company has a Long-Term Disability Plan available to all eligible full-time salaried employees. The benefits for this plan are based on a percentage of monthly earnings, offset by all other income benefits available to the disabled.
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net periodic benefit costs | $663 | $869 | $534 |
| Discount rate assumption used to determine net periodic benefit costs | 5.29% | 5.03% | 5.34% |
Liabilities incurred under the Long-Term Disability Plan are included in Other Accrued Liabilities and Other Noncurrent Liabilities in the Consolidated Balance Sheets and totaled $5,332 and $5,954 at December 31, 2025 and 2024, respectively.
NOTE 18—STOCK-BASED COMPENSATION:
The Company adopted the CONSOL Energy Inc. Omnibus Performance Incentive Plan (the “Performance Incentive Plan”) on November 22, 2017. On February 18, 2025, the Performance Incentive Plan was amended to change the name of the plan to the Core Natural Resources, Inc. Equity Plan and to assume the shares of Arch common stock, par value $0.01, that were available for grant under the Arch Resources, Inc. 2016 Omnibus Incentive Plan, as amended from time to time, immediately prior to the consummation of the Merger (such shares, after appropriate adjustment to reflect the Merger, the “Remaining Arch Plan Shares”) so that the Remaining Arch Plan Shares are available for issuance under the Performance Incentive Plan in accordance with, and subject to the terms and conditions of, the New York Stock Exchange Listed Company Manual (including Rule 303A.08 thereof).
The Performance Incentive Plan provides for grants of stock-based awards to employees, including any officer or employee-director of the Company, who is not a member of the Compensation Committee. These awards are intended to compensate the recipients thereof based on the performance of the Company’s stock and the recipients’ continued services during the vesting period, as well as align the recipients’ long-term interests with those of the Company’s stockholders. The Company is responsible for the cost of awards granted under the Performance Incentive Plan, and all determinations with respect to awards to be made under the Performance Incentive Plan will be made by the board of directors or a committee as delegated by the board of directors.
The Performance Incentive Plan generally limits the number of shares that may be delivered pursuant to vested awards to 4,290,278 shares, which includes 1,690,278 shares from the Remaining Arch Plan Shares that can be granted subject to awards until October 5, 2026. The share pool is subject to proportionate adjustment in the event of stock splits, stock dividends, recapitalizations, and other similar transactions or events. Shares subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminate without delivery will be available for delivery pursuant to other awards.
For only those shares expected to vest, the Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award as specified in the award agreement, which is generally the vesting term. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of the Company. Some awards may accelerate based on retirement age. The Company accounts for forfeitures of stock-based compensation as they occur. The total stock-based compensation expense recognized during the years ended December 31, 2025, 2024 and 2023 was $32,943, $11,350, and $10,046, respectively, and was included in General and Administrative Costs on the Consolidated Statements of (Loss) Income. This includes expense specifically related to the Performance Incentive Plan. The related deferred tax benefit totaled $7,464, $2,539 and $2,244 for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the Company has $10,129 of unrecognized compensation cost related to all nonvested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 1.66 years. The vesting of all nonvested stock-based compensation awards was accelerated in accordance with the terms of the Merger Agreement at the effective time of the closing of the Merger. When restricted stock and performance share unit awards become vested, the issuances are made from the Company’s common stock shares.
Restricted Stock Units
The Company grants certain employees and non-employee directors restricted stock units, which entitle the holder to shares of common stock as the award vests. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. The total fair value of restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $23,323, $17,710 and $8,359, respectively. The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the closing share price) at the date of grant:
| Number of Shares | Weighted-Average Grant Date Fair Value | |
|---|---|---|
| Nonvested at December 31, 2024 | 373,464 | $55.43 |
| Granted | 205,420 | $78.60 |
| Vested | (408,637) | $57.27 |
| Forfeited | (3,329) | $78.60 |
| Nonvested at December 31, 2025 | 166,918 | $78.30 |
Performance Share Units
The Company grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the service period of awards and adjusted for the probability of achievement of performance-based goals. The total fair value of performance share units vested during the years ended December 31, 2025, 2024 and 2023 was $4,739, $1,090 and $1,161, respectively. The following table represents the nonvested performance share units and their corresponding fair value (based upon the closing share price or a Monte Carlo simulation) on the date of grant:
| Number of Shares | Weighted-Average Grant Date Fair Value | |
|---|---|---|
| Nonvested at December 31, 2024 | 57,614 | $75.64 |
| Granted | 230,994 | $82.61 |
| Vested | (63,708) | $74.38 |
| Forfeited | (53,203) | $80.90 |
| Nonvested at December 31, 2025 | 171,697 | $83.86 |
NOTE 19—SUPPLEMENTAL CASH FLOW INFORMATION:
The following are non-cash transactions that impact the investing and financing activities of the Company:
The Company entered into non-cash finance lease arrangements of $53,722, $20,835 and $1,842 during the years ended December 31, 2025, 2024 and 2023, respectively. The Company entered into non-cash equipment financing arrangements of $80,087 during the year ended December 31, 2025.
As of December 31, 2025, 2024 and 2023, the Company purchased goods and services related to capital projects in the amount of $51,036, $14,690 and $9,833, respectively, which are included in Accounts Payable, Other Accrued Liabilities and Other Noncurrent Liabilities on the Consolidated Balance Sheets.
Cash paid for interest and income taxes was as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Interest (net of amounts capitalized) | $37,204 | $23,790 | $29,251 |
| Income taxes (net of refunds received) | $500 | $39,250 | $111,304 |
NOTE 20—CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS:
The Company exports coal to international markets. For the years ended December 31, 2025, 2024 and 2023, approximately 56%,66% and 71%, respectively, of the Company’s coal revenues were derived from exports. The Company uses the end usage point as the basis for attributing tons to individual countries. Because title to the Company’s export shipments typically transfers to customers at a point that does not necessarily reflect the end usage point, the Company attributes export tons to the country with the end usage point, if known. India was attributed greater than 10% of total revenue during the year ended December 31, 2025. India and China were each attributed greater than 10% of total revenue during the year ended December 31, 2024. India was attributed greater than 10% of total revenue during the year ended December 31, 2023. The Company also markets its thermal coal to electric power producers in the U.S. Coal revenues generated from electric power producers and other customers in the U.S. were 44%,34% and 29% for the years ended December 31, 2025, 2024 and 2023, respectively.
During the year ended December 31, 2025, there were no customers whose revenues exceeded 10% of consolidated revenues, and one of the Company’s customers had an outstanding balance in excess of 10% of the total trade receivables balance as of December 31, 2025. During the years ended December 31, 2024 and 2023, revenues from two customers each exceeded 10% of consolidated revenues, aggregating approximately 22% and 23%, respectively. Additionally, two of the Company’s customers each had outstanding balances in excess of 10% of the total trade receivables balance as of December 31, 2024.
Concentrations of credit risk in outstanding trade receivables were as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Electric coal utilities | $64,704 | $30,162 |
| Coal exporters and industrial customers | 122,879 | 69,630 |
| Steel and coke producers | 158,887 | 33,126 |
| Other | 3,408 | 5,097 |
| Total Trade Receivables | 349,878 | 138,015 |
| Less: Allowance for credit losses | (645) | (1,265) |
| Total Trade Receivables, net | $349,233 | $136,750 |
NOTE 21—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.
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.
The financial instruments measured at fair value on a recurring basis are summarized below:
| Fair Value Measurements atDecember 31, 2025 | Fair Value Measurements atDecember 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Description | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
| U.S. Treasury Securities | $— | $— | $— | $51,993 | $— | $— |
| Funds for Asset Retirement Obligations | $17,289 | $— | $— | $12,054 | $— | $— |
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 are as follows:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Amount | FairValue | Carrying Amount | FairValue | |
| Long-Term Debt (Excluding Debt Issuance Costs) | $401,361 | $417,310 | $184,677 | $199,052 |
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 22—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 December 31, 2025. 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 December 31, 2025 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 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 December 31, 2025:
| Amount of Commitment Expiration per Period | |||||
|---|---|---|---|---|---|
| Total Amounts Committed | Less Than 1 Year | 1-3 Years | 3-5 Years | Beyond5 Years | |
| Letters of Credit: | |||||
| Employee-Related | $121,970 | $98,666 | $23,304 | $— | $— |
| Environmental | 398 | — | 398 | — | — |
| Other | 146,012 | 140,920 | 5,092 | — | — |
| Total Letters of Credit | $268,380 | $239,586 | $28,794 | $— | $— |
| Surety Bonds: | |||||
| Employee-Related | $116,978 | $115,678 | $1,300 | $— | $— |
| Environmental | 859,358 | 796,684 | 62,674 | — | — |
| Other | 95,693 | 95,446 | 247 | — | — |
| Total Surety Bonds | $1,072,029 | $1,007,808 | $64,221 | $— | $— |
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.
In the year ended December 31, 2024, the Company recorded insurance recoveries of $9,003, which represents an advancement from the Company’s insurance carriers related to the Francis Scott Key Bridge collapse business interruption insurance claim. In the year ended December 31, 2025, the Company recorded insurance recoveries of $24,862, which represents a portion of the total settlement related to the Francis Scott Key Bridge collapse business interruption insurance claim. These amounts were recorded in Other Operating Income and Expense, net on the Consolidated Statements of (Loss) Income.
NOTE 23—SEGMENT INFORMATION:
Prior to the completion of the Merger, the Company consisted oftwo reportable segments, the PAMC segment and the Core Marine Terminal segment. Following completion of the Merger, the Company adjusted its internal reporting structure and the Company’s CODM changed the manner in which he measures financial performance and allocates resources. Thus, the Company reassessed its reporting segments, and the Company now consists offour 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. Accordingly, the manner in which the Company reports its operations has been changed retrospectively, and all relevant prior period amounts have been recast to reflect this change.
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 manages its segments by market and coal quality, not by individual mining complex or geographic region. The High CV Thermal segment contains the Company’s High CV Thermal operations in Pennsylvania,
West Virginia, and Colorado; the Metallurgical segment contains the Company’s metallurgical operations in West Virginia; the PRB segment contains the Company’s surface mining complexes in Wyoming; and the Core Marine Terminal segment contains 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.
Reportable segment results for the year ended December 31, 2025 are:
| High CV Thermal · Metallurgical · PRB · Core Marine Terminal · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues from External Customers | $2,208,643 | $1,202,055 | $718,783 | $21,477 | |||
| Intersegment Revenues | — | — | — | 66,203 | |||
| 2,208,643 | 1,202,055 | 718,783 | 87,680 | $4,217,161 | |||
| Reconciliation of Revenue | |||||||
| Other Revenues (a) | 13,817 | ||||||
| Elimination of Intersegment Revenues | (66,203) | ||||||
| Total Consolidated Revenues | 4,164,775 | ||||||
| Less: (b) | |||||||
| Cash Costs of Revenue | 1,252,525 | 868,839 | 643,601 | 30,841 | |||
| Transportation Costs | 364,888 | 276,935 | 11,317 | — | |||
| Other Segment Items (c) | 11,124 | 81,936 | — | — | |||
| Adjusted EBITDA | $580,106 | $(25,655) | $63,865 | $56,839 | $675,155 | ||
| Reconciliation of segment profit or loss measure to consolidated loss before income tax: | |||||||
| Other Profit or Loss (a) | 2,940 | ||||||
| Depreciation, Depletion and Amortization | (621,067) | ||||||
| General and Administrative Costs | (214,856) | ||||||
| Interest Expense | (40,124) | ||||||
| Interest Income | 25,890 | ||||||
| Loss on Debt Extinguishment | (11,680) | ||||||
| Non-Service Related Pension and Postretirement Benefit Costs | (25,728) | ||||||
| Idle Mine Costs | (24,145) | ||||||
| Other Operating Income, net | 33,904 | ||||||
| Other Costs | (33,992) | ||||||
| Loss Before Income Tax | $(233,703) | ||||||
(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.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | |
|---|---|---|---|---|---|---|
| Segment Assets (b) | $2,107,970 | $2,020,450 | $261,193 | $91,930 | $1,648,510 | $6,130,053 |
| Depreciation, Depletion and Amortization | $207,891 | $252,882 | $33,177 | $5,621 | $121,496 | $621,067 |
| Capital Expenditures | $174,153 | $73,107 | $8,126 | $7,473 | $21,722 | $284,581 |
(b) Represents assets as of December 31, 2025.
Reportable segment results for the year ended December 31, 2024 are:
| High CV Thermal · Metallurgical · PRB · Core Marine Terminal · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues from External Customers | $2,004,567 | $113,067 | $— | $31,064 | |||
| Intersegment Revenues | — | — | — | 56,682 | |||
| 2,004,567 | 113,067 | — | 87,746 | $2,205,380 | |||
| Reconciliation of Revenue | |||||||
| Other Revenues (a) | 15,708 | ||||||
| Elimination of Intersegment Revenues | (56,682) | ||||||
| Total Consolidated Revenues | 2,164,406 | ||||||
| Less: (b) | |||||||
| Cash Costs of Revenue | 973,139 | 128,445 | — | 27,372 | |||
| Transportation Costs | 321,367 | 9,341 | — | — | |||
| Other Segment Items (c) | — | (390) | — | — | |||
| Adjusted EBITDA | $710,061 | $(24,329) | $— | $60,374 | $746,106 | ||
| Reconciliation of segment profit or loss measure to consolidated earnings before income tax: | |||||||
| Other Profit or Loss (a) | 4,731 | ||||||
| Depreciation, Depletion and Amortization | (223,526) | ||||||
| General and Administrative Costs | (115,224) | ||||||
| Interest Expense | (22,192) | ||||||
| Interest Income | 19,223 | ||||||
| Non-Service Related Pension and Postretirement Benefit Costs | (17,384) | ||||||
| Idle Mine Costs | (4,859) | ||||||
| Other Operating Expense, net | (43,224) | ||||||
| Other Costs | (13,004) | ||||||
| Earnings Before Income Tax | $330,647 | ||||||
(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.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | |
|---|---|---|---|---|---|---|
| Segment Assets (b) | $1,739,792 | $140,798 | $— | $88,146 | $910,807 | $2,879,543 |
| Depreciation, Depletion and Amortization | $172,997 | $8,635 | $— | $4,889 | $37,005 | $223,526 |
| Capital Expenditures | $149,021 | $13,614 | $— | $8,350 | $7,003 | $177,988 |
(b) Represents assets as of December 31, 2024.
Reportable segment results for the year ended December 31, 2023 are:
| High CV Thermal · Metallurgical · PRB · Core Marine Terminal · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues from External Customers | $2,359,796 | $98,939 | $— | $47,900 | |||
| Intersegment Revenues | — | — | — | 58,266 | |||
| 2,359,796 | 98,939 | — | 106,166 | $2,564,901 | |||
| Reconciliation of Revenue | |||||||
| Elimination of Intersegment Revenues | (58,266) | ||||||
| Total Consolidated Revenues | 2,506,635 | ||||||
| Less: (b) | |||||||
| Cash Costs of Revenue | 939,892 | 98,803 | — | 27,259 | |||
| Transportation Costs | 335,186 | 17,183 | — | — | |||
| Other Segment Items (c) | (429) | (73) | — | — | |||
| Adjusted EBITDA | $1,085,147 | $(16,974) | $— | $78,907 | $1,147,080 | ||
| Reconciliation of segment profit or loss measure to consolidated earnings before income tax: | |||||||
| Other Profit or Loss (a) | (663) | ||||||
| Depreciation, Depletion and Amortization | (241,317) | ||||||
| General and Administrative Costs | (103,470) | ||||||
| Interest Expense | (29,325) | ||||||
| Interest Income | 13,597 | ||||||
| Loss on Debt Extinguishment | (2,725) | ||||||
| Non-Service Related Pension and Postretirement Benefit Costs | (7,011) | ||||||
| Idle Mine Costs | (4,515) | ||||||
| Other Operating Income, net | 19,111 | ||||||
| Other Costs | (12,890) | ||||||
| Earnings Before Income Tax | $777,872 | ||||||
(a) 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.
| High CV Thermal | Metallurgical | PRB | Core Marine Terminal | Corporate and Other (a) | Consolidated | |
|---|---|---|---|---|---|---|
| Segment Assets (b) | $1,582,434 | $126,865 | $— | $83,322 | $882,382 | $2,675,003 |
| Depreciation, Depletion and Amortization | $191,391 | $8,235 | $— | $4,227 | $37,464 | $241,317 |
| Capital Expenditures | $144,550 | $12,656 | $— | $4,568 | $6,017 | $167,791 |
(b) Represents assets as of December 31, 2023.
Revenues from customers that exceeded 10% of consolidated revenues were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Customer A (a) | (b) | $240,990 | $283,115 |
| Customer B (a) | (b) | $220,537 | $286,041 |
(a) Revenues from this customer were principally included in the High CV Thermal segment.
(b) Revenues during these periods were less than 10% of the Company’s consolidated revenues.
Enterprise-Wide Disclosures
For the year ended December 31, 2025, the U.S. was attributed greater than 40% of total revenue, and India was attributed greater than 10% of total revenue. For the year ended December 31, 2024, India and the U.S. were each attributed greater than 30% of total revenue, and China was attributed greater than 10% of total revenue. For the year ended December 31, 2023, India and the U.S. were each attributed greater than 30% of total revenue.
The Company’s property, plant and equipment is predominantly located in the U.S. At December 31, 2025 and 2024, less than 1% of the Company’s net property, plant and equipment was located in Canada.
NOTE 24—SUBSEQUENT EVENTS:
On February 12, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.1 million, payable on March 16, 2026 to all stockholders of record as of March 2, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.