Core Natural Resources Inc

On the Closing Date and in connection with the Merger, a subsidiary of Arch, Arch Receivable Company, LLC, as seller, another subsidiary of Arch, Arch Coal Sales Company, Inc., as initial servicer, PNC Bank, National Association, as administrator and issuer of letters of credit thereunder, and the other parties party thereto, as securitization purchasers, entered into that certain Ninth Amendment to the Third Amended and Restated Receivables Purchase Agreement (the “Securitization Facility Amendment”), which amends that certain Third Amended and Restated Receivables Purchase Agreement, dated as of October 5, 2016, as amended (the “Receivables Purchase Agreement”). The Securitization Facility Amendment permits the Receivables Purchase Agreement to remain outstanding following consummation of the Merger, including by amending the change of control provisions thereunder.

The foregoing description of the Securitization Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Securitization Facility Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

The information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

At the effective time of the Merger (the “Effective Time”), each share of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of Arch issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive 1.326 shares of common stock, par value $0.01 per share (the “Exchange Ratio”), of the Company (“Company Common Stock”).

In connection with the Merger, the Company issued approximately 25 million shares of Company Common Stock, which represents approximately 46% of the issued and outstanding shares of Company Common Stock after giving effect to such issuance.

At the Effective Time, the Company changed its name to “Core Natural Resources, Inc.” and retained the Company’s headquarters in Canonsburg, Pennsylvania, with the Company Common Stock continuing to trade on the New York Stock Exchange (“NYSE”). In addition, in connection with the Merger, the Company changed its NYSE ticker symbol from “CEIX” to “CNR” and the Company Common Stock is trading through a new CUSIP (218937100). The Company Common Stock began trading under the new NYSE ticker symbol and CUSIP at the open of trading on January 15, 2025.

At the Effective Time, each restricted stock unit award of Arch that was outstanding immediately prior to the Effective Time fully vested, was cancelled and automatically converted into the right to receive a number of shares of Company Common Stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of Arch common stock subject to such award as of immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio. Also at the Effective Time, each performance-based restricted stock unit award of Arch that was outstanding immediately prior to the Effective Time fully vested, was cancelled and automatically converted into the right to receive a number of shares of Company Common Stock equal to the product (rounded to the nearest whole number) of (I) the number of shares of Arch common stock subject to such award as of immediately prior to the Effective Time equal to the greater of (x) 100% of the target number of shares of Arch common stock subject to the award or (y) the number of shares of Arch common stock subject to the portion of the award that would have vested as of the Effective Time based on actual achievement of the performance goals related to such award as of the Effective Time, multiplied by (II) the Exchange Ratio.

In addition, at the Effective Time, each restricted stock unit award of the Company that was outstanding immediately prior to the Effective Time fully vested, was cancelled and converted into the right to receive the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time. Also at the Effective Time, each performance-based restricted stock unit award of the Company that was outstanding immediately prior to the Effective Time fully vested, was cancelled and converted into the right to receive the number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time equal to the greater of (x) 100% of the target number of shares of Company Common Stock subject to the award or (y) the number of shares of Company Common Stock subject to the portion of the award that would have vested as of the Effective Time based on actual achievement of the performance goals related to such award as of the Effective Time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

The information set forth in Item 2.01 and Item 5.03 is incorporated into this Item 3.03 by reference.