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Alpha Metallurgical Resources Inc

For the period ended Dec 31, 2023. Filed Feb 26, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 26, 2024

AMR$157.64+1.6%Stored close · as of Nov 10, 2026

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Contents

(7) Capital Stock

Share Repurchase Program

On February 21, 2023, the Company’s Board of Directors (the “Board”) approved a $200,000 increase to the existing common share repurchase program that the Board adopted on March 4, 2022, bringing the total authorization to repurchase the Company’s stock to $1,200,000. On October 31, 2023, the Board approved an additional $300,000 increase to the share repurchase program, bringing the total authorization to repurchase the Company’s stock to $1,500,000. Share repurchases may be made from time to time through open market transactions, block trades, tender offers, or otherwise, and the program has no expiration date. The share repurchase program does not obligate the Company to acquire any particular amount of common stock or to acquire shares on any particular timetable, and the program may be suspended at any time at the Company’s discretion. Repurchases under the program are subject to market and business conditions, available liquidity, the Company’s cash needs, restrictions under agreements or obligations, legal or regulatory requirements or restrictions and other relevant factors. As of December 31, 2023, the Company had repurchased an aggregate of 6,475,271 shares under the program for an aggregate purchase price of approximately $1,040,128 (comprised of $1,039,934 of share repurchases and $194 of related fees). The Company has also accrued a stock repurchase excise tax of $4,665 related to the share repurchase program as of December 31, 2023, which is recorded in treasury stock at cost.

Dividend Program

On May 3, 2022, the Board adopted a dividend policy. Pursuant to this policy, the Board initially intended to pay aggregate cash dividends of $1.50 per share of common stock per year, with $0.375 per share paid each quarter. Subsequently, during the years ended December 31, 2022 and 2023 the Board increased the quarterly dividend amounts. In addition, pursuant to the terms of certain stock-based compensation awards under the Company’s Management Incentive Plan (the “MIP”) and Long-

Term Incentive Plan (the “LTIP”), dividend equivalent amounts for each quarterly dividend will become payable at various vesting dates with respect to each underlying outstanding award.

The Board declared the following dividends on the Company’s common stock during the year ended December 31, 2023:

Total Dividend per ShareTotal Dividends Paid (1)Declaration DateHolders of Record DatePayable Date
$0.44$6,602February 21, 2023March 15, 2023April 3, 2023
$0.50$7,001May 3, 2023June 15, 2023July 5, 2023
$0.50$6,736August 2, 2023September 15, 2023October 3, 2023
$0.50$6,510October 31, 2023December 1, 2023December 15, 2023
$1.94$26,849

(1)Excludes dividend equivalents paid or accrued of $899 as of December 31, 2023.

The decision to declare and pay cash dividends will be made by the Board and will depend on the Company’s earnings, financial condition and other relevant factors. On August 2, 2023, the Board determined to end the Company’s fixed dividend program following the quarterly dividend declared and paid in the fourth quarter of 2023 and to focus instead on the Company’s share repurchase program.

Warrants

On July 26, 2016, the Company issued 810,811 warrants, which were classified as equity instruments. Pursuant to the underlying warrant agreement, the warrants were exercisable for cash or on a cashless basis at any time until their expiration, and no fractional shares were to be issued upon warrant exercise. Pursuant to the underlying warrant agreement (refer to Note 2), the exercise price was adjusted from $45.086 per share to $44.972 per share as of the March 15, 2023 dividend record date and to $44.820 per share as of the June 15, 2023 dividend record date, while the warrant share number remained unchanged at 1.20. At 5:00 pm Eastern time on July 26, 2023 the Company’s Series A Warrants expired pursuant to their terms.

As of December 31, 2023, no warrants remained outstanding as the warrants expired during the third quarter of 2023. For the year ended December 31, 2023, the Company issued 169,028 shares of common stock resulting from exercises of its warrants and, pursuant to the terms of the underlying warrant agreement, withheld 20,139 of the issued shares in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock in the amount of $2,368.

As of December 31, 2022,190,838 warrants were outstanding, with a total of 229,006 shares underlying the un-exercised warrants. For the year ended December 31, 2022, the Company issued 702,182 shares of common stock resulting from exercises of its warrants and, pursuant to the terms of the underlying warrant agreement, withheld 187,857 of the issued shares in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock in the amount of $18,509.

As of December 31, 2021,801,246 warrants were outstanding, with a total of 921,433 shares underlying the un-exercised warrants. For the year ended December 31, 2021, the Company issued 143 shares of common stock resulting from exercises of its warrants and, pursuant to the terms of the underlying warrant agreement, withheld 17 of the issued shares in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock.

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