Core Natural Resources, Inc.

Previous wording

On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine’s active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine’s major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage by the combustion event, and major components and systems remained in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and began restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.

Current wording

On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine’s active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine’s major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage from the combustion event, and major components and systems remained in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and began restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.

Previous wording

The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it has pursued recoveries under its relevant insurance policies. In June 2026, the Company settled the Leer South insurance claim for total recoveries of $154.5 million, of which $125.4 million and $135.1 million were recorded during the three and six months ended June 30, 2026, respectively. Of the total recoveries of $154.5 million, the portion attributable to business interruption insurance was $114.9 million, which was recorded during the three and six months ended June 30, 2026.

Current wording

The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it has pursued recoveries under its relevant insurance policies. In June 2026, the Company settled the Leer South insurance claim for total recoveries of $154.5 million, of which $135.1 million was recorded during the nine months ended September 30, 2026 and $19.4 million was recorded during the three and nine months ended September 30, 2025. Of the total recoveries of $154.5 million, the portion attributable to business interruption insurance was $114.9 million, which was recorded during the nine months ended September 30, 2026.

Previous wording

The Company’s revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company’s revenues also include transloading services at the Port of Baltimore, as well as other revenues generated from customers.

Current wording

The Company’s revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company’s revenues also include third-party transloading services at the Port of Baltimore, as well as other revenues generated from customers.

Previous wording

Consolidated revenues in the three months ended June 30, 2026 were $39 million higher than the three months ended June 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $6 million, $66 million and $4 million, respectively, which were partially offset by a decrease in the PRB segment of $39 million. The increase in the High CV Thermal segment was mainly due to slightly higher sales tons coupled with higher pricing related to increased export logistics and transportation obligations. The increase in the Metallurgical segment was primarily attributable to higher sales tons and a more favorable product mix. The decrease in the PRB segment was largely attributable to lower sales tons in the current year period. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Consolidated revenues in the three months ended September 30, 2026 were $143 million higher than the three months ended September 30, 2025 due to increases in the High CV Thermal, Metallurgical, PRB and Core Marine Terminal segments of $66 million, $63 million, $9 million and $5 million, respectively. The increase in the High CV Thermal segment was mainly due to higher sales tons. The increase in the Metallurgical segment was primarily attributable to higher benchmark pricing, higher sales tons and a more favorable product mix compared to the prior year period. The increase in the PRB segment was largely attributable to higher sales tons in the current year period. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

Cost of sales includes items such as direct operating costs, royalties, production taxes and credits, direct administration costs and transportation costs. Our consolidated cost of sales in the three months ended June 30, 2026 decreased $24 million compared to the three months ended June 30, 2025 principally due to decreases in the Metallurgical and PRB segments of $21 million and $15 million, respectively, partially offset by increases in the High CV Thermal and Core Marine Terminal segments of $17 million and $2 million, respectively. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. The decrease in the PRB segment was largely due to lower sales tons in the current year period. The increase in the High CV Thermal segment was primarily related to increased export logistics and transportation obligations compared to the prior year period. The remaining decrease in cost of sales was largely due to lower non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Cost of sales includes items such as direct operating costs, royalties, production taxes and credits, direct administration costs and transportation costs. Our consolidated cost of sales in the three months ended September 30, 2026 increased $120 million compared to the three months ended September 30, 2025 principally due to increases in the High CV Thermal, Metallurgical, PRB and Core Marine Terminal segments of $81 million, $13 million, $13 million and $1 million, respectively. The increase in the High CV Thermal segment was primarily driven by higher sales tons as well as increased export logistics and transportation obligations compared to the prior year period. The increase in the Metallurgical segment was primarily due to increased sales tons, partially offset by the impact of Section 45X tax credits. The increase in the PRB segment was largely due to higher sales tons in the current year period and increased fuel costs due to higher diesel prices compared to the prior year period. In addition, cost of sales increased due to higher non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $167 million for the three months ended June 30, 2026, compared to $169 million for the three months ended June 30, 2025. The decrease was due to various items, none of which were individually significant in either period.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $159 million for the three months ended September 30, 2026, compared to $151 million for the three months ended September 30, 2025. The increase was primarily due to additional assets placed into service.

Previous wording

On a consolidated basis, general and administrative costs were $27 million for the three months ended June 30, 2026, compared to $35 million for the three months ended June 30, 2025. The $8 million decrease in the period-to-period comparison was primarily due to Merger-related costs and ongoing synergies, specifically related to lower professional and consulting services and severance and benefit costs, as well as lower headcount.

Current wording

On a consolidated basis, general and administrative costs were $25 million for the three months ended September 30, 2026, compared to $34 million for the three months ended September 30, 2025. The $9 million decrease in the period-to-period comparison was primarily due to lower Merger-related costs and ongoing synergies, specifically related to lower professional and consulting services and severance and benefit costs, as well as lower headcount.

Previous wording

Other includes various items, none of which were individually significant in either period.

Current wording

Other includes various items, such as an increase in certain litigation costs of $4 million and various non-mining related costs, none of which were individually significant in either period.

Previous wording

On a consolidated basis, interest expense was $12 million for the three months ended June 30, 2026, compared to $10 million for the three months ended June 30, 2025. The $2 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements.

Current wording

On a consolidated basis, interest expense was $10 million for the three months ended September 30, 2026, compared to $11 million for the three months ended September 30, 2025.

Previous wording

Consolidated revenues in the six months ended June 30, 2026 were $106 million higher than the six months ended June 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $16 million, $104 million and $7 million, respectively, partially offset by a decrease in the PRB segment of $26 million. The increase in the High CV Thermal segment was mainly due to higher sales tons, partially offset by weakened pricing. The increase in the Metallurgical segment was primarily attributable to higher sales tons and a more favorable product mix. The decrease in the PRB segment was largely attributable to lower sales tons. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Consolidated revenues in the nine months ended September 30, 2026 were $248 million higher than the nine months ended September 30, 2025 due to increases in the High CV Thermal, Metallurgical and Core Marine Terminal segments of $83 million, $167 million and $12 million, respectively, partially offset by a decrease in the PRB segment of $17 million. The increase in the High CV Thermal segment was mainly due to higher sales tons. The increase in the Metallurgical segment was primarily attributable to higher benchmark pricing, higher sales tons and a more favorable product mix compared to the prior year period. The decrease in the PRB segment was largely attributable to lower sales tons. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

Our consolidated cost of sales in the six months ended June 30, 2026 decreased $15 million compared to the six months ended June 30, 2025 primarily due to a $61 million decrease in the Metallurgical segment, partially offset by increases in the High CV Thermal, PRB and Core Marine Terminal segments of $47 million, $16 million and $2 million, respectively. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. The increase in the High CV Thermal segment was primarily related to increased export logistics and transportation obligations compared to the prior year period. Our operations were impacted by increased electricity, fuel and explosives costs due to higher commodity prices compared to the prior year. The remaining decrease in cost of sales was largely due to lower non-active mining costs when compared to the prior year period. See the discussion in “Operational Performance” below for further information about segment results.

Current wording

Our consolidated cost of sales in the nine months ended September 30, 2026 increased $105 million compared to the nine months ended September 30, 2025 primarily due to increases in the High CV Thermal, PRB and Core Marine Terminal segments of $128 million, $29 million and $3 million, respectively, partially offset by a $48 million decrease in the Metallurgical segment. The increase in the High CV Thermal segment was primarily related to higher sales tons and increased export logistics and transportation obligations compared to the prior year period. Our operations were impacted by increased electricity, fuel and explosives costs due to higher diesel prices compared to the prior year period, which were primary drivers for the increased cost of sales in the PRB segment compared to the prior year period. The decrease in the Metallurgical segment was primarily due to a production decrease at our higher-cost continuous miner operations as well as the impact of Section 45X tax credits, partially offset by a production increase at our lower-cost longwall operations. In addition to these changes, non-active mining costs decreased when compared to the prior year period, which partially offset the overall increase. See the discussion in “Operational Performance” below for further information about segment results.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $313 million for the six months ended June 30, 2026, compared to $291 million for the six months ended June 30, 2025, resulting in a $22 million increase. The increase was primarily attributable to additional assets placed into service.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $472 million for the nine months ended September 30, 2026, compared to $442 million for the nine months ended September 30, 2025, resulting in a $31 million increase. The increase was primarily attributable to additional assets placed into service.

Previous wording

On a consolidated basis, general and administrative costs were $63 million for the six months ended June 30, 2026, compared to $124 million for the six months ended June 30, 2025. The $61 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurred during the six months ended June 30, 2025, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining decrease related to lower headcount resulting from the synergies of the Merger.

Current wording

On a consolidated basis, general and administrative costs were $88 million for the nine months ended September 30, 2026, compared to $158 million for the nine months ended September 30, 2025. The $70 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurred during the nine months ended September 30, 2025, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining decrease related to lower headcount resulting from the synergies of the Merger.

Previous wording

Business interruption insurance proceeds recorded in the six months ended June 30, 2026 related to the final resolutions of the Leer South and the Francis Scott Key Bridge collapse insurance claims.

Current wording

Business interruption insurance proceeds recorded in the nine months ended September 30, 2026 related to the final resolutions of the Leer South and the Francis Scott Key Bridge collapse insurance claims.

Previous wording

On a consolidated basis, interest expense was $23 million for the six months ended June 30, 2026, compared to $18 million for the six months ended June 30, 2025. The $5 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements, as well as additional interest on the Series 2025 Bonds (as defined below).

Current wording

On a consolidated basis, interest expense was $33 million for the nine months ended September 30, 2026, compared to $29 million for the nine months ended September 30, 2025. The $4 million increase in the period-to-period comparison was primarily due to interest incurred on new equipment financing arrangements, as well as additional interest on the Series 2025 Bonds (as defined below).

Previous wording

Interest income decreased $3 million in the period-to-period comparison primarily due to changes in interest rates.

Current wording

Interest income decreased $5 million in the period-to-period comparison primarily due to changes in interest rates.

Previous wording

Loss on debt extinguishment of $12 million was recorded in the six months ended June 30, 2025 due to the amendment of the Company’s Revolving Credit Facility and the refinancing of the Series 2025 Bonds.

Current wording

Loss on debt extinguishment of $12 million was recorded in the nine months ended September 30, 2025 due to the amendment of the Company’s Revolving Credit Facility and the refinancing of the Series 2025 Bonds.

Previous wording

Non-service related pension and postretirement benefit costs decreased $1 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.

Current wording

Non-service related pension and postretirement benefit costs decreased $2 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.

Previous wording

We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. Each of these non-GAAP measures are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

Current wording

We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. Each of these non-GAAP measures is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

Previous wording

Adjusted EBITDA decreased $12 million in the period-to-period comparison, primarily due to a $2.39 decrease in realized coal revenue per ton sold, partially offset by an $0.89 decrease in cash cost of coal sold per ton. The decrease in realized coal revenue per ton sold was primarily related to increased export logistics and transportation obligations compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to the impact of Section 45X tax credits in the current year period.

Current wording

Adjusted EBITDA decreased $15 million in the period-to-period comparison, primarily due to a $3.20 decrease in realized coal revenue per ton sold and a $0.91 increase in cash cost of coal sold per ton, partially offset by an increase in tons sold. The decrease in realized coal revenue per ton sold was primarily related to a less favorable product mix compared to the prior year period. The increase in cash cost of coal sold per ton was primarily due to elevated maintenance and contractor expenses and increased electricity costs, partially offset by the impact of Section 45X tax credits in the current year period.

Previous wording

Adjusted EBITDA increased $280 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $135 million in the current year period compared to fire extinguishment and idle costs of $58 million in the prior year period. Current year adjusted EBITDA was also positively impacted by an $11.92 increase in realized coal revenue per ton sold and a $4.53 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.

Current wording

Adjusted EBITDA increased $49 million in the period-to-period comparison, primarily due to an $18.58 increase in realized coal revenue per ton sold and higher tons sold. In addition, cash cost of coal sold per ton decreased $1.26. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.

Previous wording

Adjusted EBITDA decreased $40 million in the period-to-period comparison, primarily due to a 1.2 million decrease in tons sold and a $1.24 increase in cash cost of coal sold per ton. In addition to lower sales tons, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.

Current wording

Adjusted EBITDA decreased $3 million in the period-to-period comparison, primarily due to a $0.45 increase in cash cost of coal sold per ton, which was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period. The decrease in adjusted EBITDA was partially offset by a $0.20 increase in realized coal revenue per ton sold and a 0.5 million increase in tons sold.

Previous wording

Adjusted EBITDA increased $3 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 5.2 million tons for the three months ended June 30, 2026, compared to 4.9 million tons for the three months ended June 30, 2025.

Current wording

Adjusted EBITDA increased $4 million in the period-to-period comparison, primarily due to higher throughput tons. Throughput volumes at the Core Marine Terminal were 4.8 million tons for the three months ended September 30, 2026, compared to 4.0 million tons for the three months ended September 30, 2025.

Previous wording

Adjusted EBITDA decreased $31 million in the period-to-period comparison, primarily due to a $3.26 decrease in realized coal revenue per ton sold, which was partially offset by a $0.50 decrease in cash cost of coal sold per ton and higher tons sold. The decrease in realized coal revenue per ton sold was principally related to increased export logistics and transportation obligations compared to the prior year period. The decrease in cash cost of coal sold per ton was largely due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior year period.

Current wording

Adjusted EBITDA decreased $45 million in the period-to-period comparison, primarily due to a $3.28 decrease in realized coal revenue per ton sold, partially offset by higher tons sold and a decrease in cash cost of coal sold per ton. The decrease in realized coal revenue per ton sold was principally related to a less favorable product mix compared to the prior year period. The decrease in cash cost of coal sold per ton was largely due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior year period.

Previous wording

Adjusted EBITDA increased $202 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $125 million in the current year period compared to fire extinguishment and idle costs of $21 million in the prior year period. Current year adjusted EBITDA was also positively impacted by a $9.91 increase in realized coal revenue per ton sold and a $10.28 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.

Current wording

Adjusted EBITDA increased $329 million in the period-to-period comparison, primarily due to insurance recoveries related to the Leer South insurance claim of $135 million in the current year period compared to fire extinguishment and idle costs of $76 million, partially offset by $19 million of insurance reimbursements, in the prior year period. Current year adjusted EBITDA was also positively impacted by a $14.10 increase in realized coal revenue per ton sold and a $3.46 decrease in cash cost of coal sold per ton. The increase in realized coal revenue per ton sold largely related to increased coal benchmark pricing and a more favorable product mix when compared to the prior year period. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons from restarting our Leer South longwall mine, which has a lower operating cost per ton than our continuous miner operations, as well as the impact of Section 45X tax credits.

Previous wording

Adjusted EBITDA decreased $22 million in the period-to-period comparison, primarily due to a 2.4 million decrease in tons sold and a $1.45 increase in cash cost of coal sold per ton. In addition to lower sales tons, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.

Current wording

Adjusted EBITDA decreased $43 million in the period-to-period comparison, primarily due to a 0.7 million decrease in tons sold and a $0.94 increase in cash cost of coal sold per ton. In addition to lower sales tons to absorb fixed costs, cash cost of coal sold per ton was negatively impacted by increased fuel and explosives costs due to higher diesel prices compared to the prior year period.

Previous wording

Adjusted EBITDA increased $5 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 10.0 million tons for the six months ended June 30, 2026, compared to 9.2 million tons for the six months ended June 30, 2025.

Current wording

Adjusted EBITDA increased $10 million in the period-to-period comparison, primarily due to increased throughput tons. Throughput volumes at the Core Marine Terminal were 14.8 million tons for the nine months ended September 30, 2026, compared to 13.2 million tons for the nine months ended September 30, 2025.

Previous wording

Uncertainty in the financial markets, tariffs, foreign conflicts and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional capital or credit, as well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, arising from current and potential tariffs, executive actions, elevated interest rates, sustained high inflation and supply chain disruptions such as those stemming from the recent conflict in Iran, may impact the Company’s revenues and collections, as well as its overall cost of operations, including recent increases in diesel fuel and other commodity prices. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

Current wording

Uncertainty in the financial markets, tariffs, foreign conflicts and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional capital or credit, as well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, arising from current and potential tariffs, executive actions, elevated interest rates, sustained high inflation and supply chain disruptions such as those stemming from the conflict in Iran, may impact the Company’s revenues and collections, as well as its overall cost of operations, including recent increases in diesel fuel and other commodity prices. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

Previous wording

Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and fewer providers willing to underwrite policies and surety bonds. Terms have become generally unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.

Current wording

Over the past few years, the insurance and surety markets had been increasingly challenging, particularly for coal companies. We had experienced rising premiums, reduced coverage and fewer providers willing to underwrite policies and surety bonds. Terms had become generally unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.

Previous wording

At June 30, 2026, the Company had a $134 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $19 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the water treatment trust funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.

Current wording

At September 30, 2026, the Company had a $135 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $21 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the water treatment trust funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.

Previous wording

In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date. In July 2026, the OWCP published proposed rule changes to the Black Lung Benefits Act, which eliminates the 100% collateral requirement for all operators, and proposes a complex financial review to be conducted to calculate a Composite Solvency Score (“CSS”) for each operator. The CSS determines the percentage of security that companies will be required to provide relative to total black lung liabilities. The Company is currently evaluating the potential impacts of the proposed rule, and any increased security requirement as a result of these proposed changes could adversely impact our financial position and liquidity.

Current wording

In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date. In July 2026, the OWCP published a proposed rule that would amend the regulations under the Black Lung Benefits Act to eliminate the 100% security requirement for all operators and instead require a financial review of each operator to calculate a Composite Solvency Score (“CSS”). The CSS determines the percentage of security that companies will be required to provide relative to total black lung liabilities. The Company is currently evaluating the potential impacts of the proposed rule, and any increased security requirement as a result of these proposed changes could adversely impact our financial position and liquidity.

Previous wording

The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at June 30, 2026. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1 million and $2 million for the six months ended June 30, 2026 and 2025, respectively. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items that are not reflected on the Condensed Consolidated Balance Sheet at June 30, 2026. Management believes these items will expire without being funded. See Note 14—Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.

Current wording

The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at September 30, 2026. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $2 million for both the nine months ended September 30, 2026 and 2025. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items that are not reflected on the Condensed Consolidated Balance Sheet at September 30, 2026. Management believes these items will expire without being funded. See Note 14—Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.

Previous wording

Net cash provided by operating activities increased by $259 million in the period-to-period comparison primarily due to increased segment earnings, including recoveries related to the Leer South insurance claim, as well as the payment of non-recurring Merger-related expenditures in the six months ended June 30, 2025.

Current wording

Net cash provided by operating activities increased by $346 million in the period-to-period comparison primarily due to increased segment earnings, including recoveries related to the Leer South insurance claim, as well as the payment of non-recurring Merger-related expenditures in the nine months ended September 30, 2025.

Previous wording

Net cash (used in) provided by investing activities changed by $370 million in the period-to-period comparison primarily due to the Merger, which included cash acquired, partially offset by the purchase of Arch’s tax-exempt bonds. Additionally, the Company liquidated its U.S. Treasury securities during the six months ended June 30, 2025, which resulted in net proceeds of $75 million.

Current wording

Net cash (used in) provided by investing activities changed by $437 million in the period-to-period comparison primarily due to the Merger, which included cash acquired of $369 million, partially offset by the purchase of Arch’s tax-exempt bonds of $98 million. During the current year period, the Company purchased $17 million of short-term investments, compared with $75 million of net proceeds from the liquidation of its U.S. Treasury securities during the nine months ended September 30, 2025. Additionally, capital expenditures increased $66 million compared to the prior year period primarily due to increased airshaft and refuse area spend.

Previous wording

Net cash used in financing activities increased by $5 million in the period-to-period comparison. Cash outflows related to share repurchases totaled $105 million in the six months ended June 30, 2026 compared to $183 million in the six months ended June 30, 2025. In connection with the Merger, the Company amended its Revolving Credit Facility and refinanced its tax-exempt bonds during the six months ended June 30, 2025. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions amounted to $17 million. Additionally, dividend payments decreased by $6 million compared to the prior year period.

Current wording

Net cash used in financing activities increased by $73 million in the period-to-period comparison. In connection with the Merger, the Company amended its Revolving Credit Facility, refinanced its tax-exempt bonds and amended the legacy Arch securitization facility during the nine months ended September 30, 2025. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions amounted to $20 million. Dividend payments decreased by $6 million compared to the prior year period. Additionally, cash outflows related to share repurchases totaled $190 million in the nine months ended September 30, 2026 compared to $203 million in the nine months ended September 30, 2025.

Previous wording

The Company’s obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Company’s Pennsylvania Mining Complex, its marine terminal at the Port of Baltimore and specified coal reserves and, subject to certain customary exceptions, all other existing or future direct or indirect wholly-owned material restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger. The obligations under the Revolving Credit Facility are secured by, subject to certain exceptions (including a limitation on pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company’s and certain subsidiaries’ significant assets.

Current wording

The Company’s obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Pennsylvania Mining Complex, the Core Marine Terminal and specified coal reserves and, subject to certain customary exceptions, all other existing or future direct or indirect wholly-owned material restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger. The obligations under the Revolving Credit Facility are secured by, subject to certain exceptions (including a limitation on pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company’s and certain subsidiaries’ significant assets.

Previous wording

The Revolving Credit Facility also includes financial covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum interest coverage ratio shall be 3.00 to 1.00. The Revolving Credit Facility contains customary events of default, including failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.

Current wording

The Revolving Credit Facility also includes financial covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio is 1.50 to 1.00, the maximum total net leverage ratio is 2.50 to 1.00 and the minimum interest coverage ratio is 3.00 to 1.00. The Revolving Credit Facility contains customary events of default, including failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.

Previous wording

The Company’s first lien gross leverage ratio was 0.19 to 1.00 at June 30, 2026. The Company’s total net leverage ratio was (0.05) to 1.00 at June 30, 2026. The Company’s interest coverage ratio was 32.65 to 1.00 at June 30, 2026. The Company was in compliance with all covenants under the Revolving Credit Facility as of June 30, 2026.

Current wording

The Company’s first lien gross leverage ratio was 0.19 to 1.00 at September 30, 2026. The Company’s total net leverage ratio was 0.01 to 1.00 at September 30, 2026. The Company’s interest coverage ratio was 31.93 to 1.00 at September 30, 2026. The Company was in compliance with all covenants under the Revolving Credit Facility as of September 30, 2026.

Previous wording

At June 30, 2026, the Revolving Credit Facility had no borrowings outstanding and$109 million of letters of credit outstanding, leaving $491 million of unused borrowing capacity. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.

Current wording

At September 30, 2026, the Revolving Credit Facility had no borrowings outstanding and$78 million of letters of credit outstanding, leaving $522 million of unused borrowing capacity. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.

Previous wording

The Receivables Documents contain various customary representations and warranties, covenants and default provisions that provide for the termination and acceleration of the commitments and loans under the Receivables Financing Agreement in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. The Company guarantees the performance of the obligations of Arch; Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart

Current wording

The Receivables Documents contain various customary representations and warranties, covenants and default provisions that provide for the termination and acceleration of the commitments and loans under the Receivables Financing Agreement in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. The Company guarantees the performance of the obligations of Arch; Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Receivables Financing Agreement. However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.