Alpha Metallurgical Resources Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 15. Exhibit and Financial Statement Schedules
Pursuant to the rules and regulations of the Securities and Exchange Commission, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosure made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in such Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.
(a) Documents filed as part of this Annual Report on Form 10-K:
(1)The following financial statements are filed as part of this Annual Report on Form 10-K under Item 8-Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations, Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Income, Years ended December 31, 2024, 2023, and 2022
Consolidated Balance Sheets, December 31, 2024 and 2023
Consolidated Statements of Cash Flows, Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Stockholders’ Equity, Years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
(2)Financial Statement Schedules. All schedules are omitted because they are not required or because the information is immaterial or provided elsewhere in the Consolidated Financial Statements and Notes thereto.
(3)Listing of Exhibits. See the Exhibit Index following the signature page to this Annual Report on Form 10-K.
Exhibit Index
| Exhibit No. | Description of Exhibit |
| 3.1* | Third Amended and Restated Certificate of Incorporation of Alpha Metallurgical Resources, Inc. (Incorporated by reference to Exhibit 3.1 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on May 23, 2024) |
| 3.2* | Fourth Amended and Restated Bylaws of Alpha Metallurgical Resources, Inc. (Incorporated by reference to Exhibit 3.1 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on December 2, 2022) |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 |
| 10.1*† | Contura Energy, Inc. Management Incentive Plan, effective as of July 26, 2016. (Incorporated by reference to Exhibit 10.36 to the Registration Statement on Form S-4/A of Contura Energy, Inc. (File No. 333-226953) filed on August 21, 2018) |
| 10.2*† | Amendment 1 to Contura Energy, Inc. Management Incentive Plan, dated as of January 18, 2017. (Incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-4/A of Contura Energy, Inc. (File No. 333-226953) filed on August 21, 2018) |
| 10.3*† | Contura Energy, Inc. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.41 to the Registration Statement on Form S-4/A of Contura Energy, Inc. (File No. 333-226953) filed on August 21, 2018) |
| 10.4*† | Alpha Metallurgical Resources, Inc. Annual Incentive Bonus Program (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc. filed on May 9, 2022) |
| 10.5*† | Form of Indemnification Agreement by and between Contura Energy, Inc. and each of its current and future directors and officers (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Contura Energy, Inc. filed on November 13, 2018) |
| 10.6*† | Alpha Metallurgical Resources, Inc. Amended and Restated Non-Employee Director Compensation Policy, as amended (Incorporated by reference to Exhibit 10.6 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 26, 2024) |
| 10.7*† | Contura Energy, Inc. Form of Non-Employee Director Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Contura Energy, Inc. filed on November 13, 2018) |
| 10.8*† | Plan Document and Summary Plan Description of the Amended and Restated Contura Energy, Inc. Key Employee Separation Plan (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Contura Energy, Inc. filed on November 9, 2020) |
| 10.9*† | Form of 2018 Long-Term Incentive Plan, as restated to give effect to Amendment No.1. (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Alpha Metallurgical Resources, Inc. (File No. 333-257563) filed on June 30, 2021) |
| 10.10*† | Amended and Restated Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc. and C. Andrew Eidson (Incorporated by reference to Exhibit 10.1 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on January 31, 2025) |
| 10.11*† | Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.24 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 23, 2023) |
| 10.12*† | Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.25 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 23, 2023) |
| 10.13* | Credit Agreement, dated as of October 27, 2023, by and among Alpha Metallurgical Resources, Inc. and certain of its Subsidiaries, as borrowers, the Guarantors party thereto, Regions Capital Markets, a division of Regions Bank, as Book Runner and Lead Arranger, ServisFirst Bank and Texas Capital Bank, as Joint Book Runners and Joint Lead Arrangers, the other Lenders from time to time party thereto, and Regions Bank, as administrative agent, collateral agent, swingline lender and LC issuer (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Alpha Metallurgical Resources, Inc. filed on November 2, 2023) |
| 10.14*† | Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.16 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 26, 2024) |
| 10.15*† | Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.17 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 26, 2024) |
| 10.16*† | Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc. and Jason E. Whitehead (Incorporated by reference to Exhibit 10.2 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on January 31, 2025) |
| 10.17*† | Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc. and J. Todd Munsey (Incorporated by reference to Exhibit 10.3 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on January 31, 2025) |
| 10.18*† | Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc. and Daniel E. Horn (Incorporated by reference to Exhibit 10.4 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on January 31, 2025) |
| 10.19*† | Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc. and Mark M. Manno (Incorporated by reference to Exhibit 10.5 on Form 8-K of Alpha Metallurgical Resources, Inc. filed on January 31, 2025) |
| 19* | Alpha Metallurgical Resources, Inc Insider Trading and Information Disclosure Policy (Incorporated by reference to Exhibit 19 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 26, 2024) |
| 21.1 | List of Subsidiaries of Alpha Metallurgical Resources, Inc. |
| 23.1 | Consent of RSM US LLP |
| 23.2 | Consent of Marshall Miller & Associates, Inc. dated February 28, 2025 |
| 31 | Certifications Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002 |
| 32# | Certifications Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002 |
| 95 | Mine Safety Disclosure |
| 96.1 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Aracoma Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 96.2 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Kepler Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 96.3 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Kingston Mining Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 96.4 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Marfork Mining Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 96.5 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Virginia Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, Virginia, USA, February 2025 |
| 96.6 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources and Reserves for the Elk Run Underground Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 96.7 | Technical Report Summary - Alpha Metallurgical Resources, Inc. Statement of Coal Resources for the Power Mountain Underground Complex in Accordance with United States SEC Standards as of December 31, 2024, Central Appalachian Coal Basin, West Virginia, USA, February 2025 |
| 97*† | Alpha Metallurgical Resources, Inc. Amended And Restated Executive Officer Incentive Compensation Recoupment (Clawback) Policy (Incorporated by reference to Exhibit 97 on Form 10-K of Alpha Metallurgical Resources, Inc. filed on February 26, 2024) |
| 101 | The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Previously filed.
† Management contract, compensatory plan or arrangement.
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
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