Core Natural Resources Inc

Explanatory Note

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.” and began trading under the ticker symbol “CNR” on January 15, 2025.

Since the Merger occurred subsequent to the end of the reporting period, unless otherwise specifically noted, information set forth herein does not include the information of Arch. 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 prior to the Merger and do not include Arch and its subsidiaries.

Important Definitions Referenced in this Annual Report

•“Core Natural Resources,” “Core,” “we,” “our,” “us,” “our Company” and “the Company” refer to Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.) and its subsidiaries prior to the Merger (unless otherwise specifically noted herein);

•“Arch” refers to Arch Resources, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company following the Merger;

•“Beckley” refers to the Company's low-vol metallurgical coal mine located in Raleigh County, West Virginia;

•“Black Thunder” refers to the Company's surface mining complex located in Campbell County, Wyoming, consisting of four active pit areas and two active loadout facilities;

•“Btu” refers to one British thermal unit;

•“Coal Creek” refers to the Company's surface mining complex located in Campbell County, Wyoming, consisting of one active pit area and a loadout facility;

•“coal reserves” refer to the Company's proven and probable coal reserves as defined by Section 1300 et. seq. of Regulation S-K that could be economically mineable, after taking into account modifying factors, including mining recovery and preparation plant yield;

•“CONSOL Marine Terminal” refers to the Company's terminal operations located in the Port of Baltimore, Maryland;

•“Dominion Terminal” refers to the ground storage-to-vessel coal transloading facility in Newport News, Virginia operated by Dominion Terminal Associates LLP (“DTA”), a limited liability partnership, in which the Company owns a 35% interest;

•“former parent” refers to CNX Resources Corporation and its consolidated subsidiaries;

•“Greenfield Reserves and Resources” refer to those undeveloped reserves and resources owned by the Company in the Northern Appalachian, Central Appalachian and Illinois basins that are not associated with the Pennsylvania Mining Complex or the Itmann Mining Complex;

•“Itmann Mining Complex” refers to the Company's Itmann No. 5 metallurgical coal mine and coal preparation plant located in Wyoming County, West Virginia, and surrounding reserves to be processed and sold through the Itmann Mining Complex coal preparation plant;

•“Leer” refers to Arch's longwall operation located in Taylor County, West Virginia;

•“Leer South” refers to Arch's longwall operation in the Lower Kittanning seam with a preparation plant and a loadout facility located in Barbour County, West Virginia;

•“Merger” refers to the Company's all-stock merger of equals transaction with Arch that closed on January 14, 2025;

•“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of August 20, 2024, by and among CONSOL Energy Inc., Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of CONSOL Energy Inc., and Arch;

•“mmBtu” refers to one million British thermal units;

•“Mountain Laurel” refers to Arch's underground mining complex located in Logan County and Boone County, West Virginia;

•“Pennsylvania Mining Complex” or “PAMC” refers to the Bailey, Enlow Fork and Harvey coal mines, the Central Preparation Plant, and related coal reserves, assets and operations located in southwestern Pennsylvania and northern West Virginia; and

•“West Elk” refers to Arch's mining complex located in Gunnison County, Colorado.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, the matters discussed in this Annual Report on Form 10-K are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results and outcomes to differ materially from results expressed in or implied by our forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “would,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

•deterioration in economic conditions (including continued inflation) or changes in consumption patterns of our customers may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;

•volatility and wide fluctuation in coal prices based upon a number of factors beyond our control;

•an extended decline in the prices we receive for our coal affecting our operating results and cash flows;

•significant downtime of our equipment or inability to obtain equipment, parts or raw materials;

•decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations;

•our reliance on major customers, our ability to collect payment from our customers and uncertainty in connection with our customer contracts;

•our inability to acquire additional coal reserves or resources that are economically recoverable;

•alternative steel production technologies that may reduce demand for our coal;

•the availability and reliability of transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs;

•a loss of our competitive position;

•foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;

•the risks related to the fact that a significant portion of our production is sold in international markets (and may grow) and our compliance with export control and anti-corruption laws;

•coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions;

•the impact of current and future regulations to address climate change, the discharge, disposal and clean-up of hazardous substances and wastes and employee health and safety on our operating costs as well as on the market for coal;

•the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions;

•failure to obtain or renew surety bonds or insurance coverages on acceptable terms;

•the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land;

•our inability to obtain financing for capital expenditures on satisfactory terms;

•the effects of our securities being excluded from certain investment funds as a result of environmental, social and corporate governance (“ESG”) practices;

•the effects of global conflicts on commodity prices and supply chains;

•the effect of new or existing laws or regulations or tariffs and other trade measures;

•our inability to find suitable joint venture partners or acquisition targets or integrating the operations of future acquisitions into our operations;

•obtaining, maintaining and renewing governmental permits and approvals for our coal operations;

•the effects of asset retirement obligations, employee-related long-term liabilities and certain other liabilities;

•uncertainties in estimating our economically recoverable coal reserves;

•defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights;

•the outcomes of various legal proceedings, including those which are more fully described herein;

•the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows;

•information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;

•the potential failure to retain and attract qualified personnel of the Company;

•failure to maintain effective internal controls over financial reporting;

•uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution;

•uncertainty regarding the timing and value of any dividends we may declare;

•uncertainty as to whether we will repurchase shares of our common stock;

•inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware;

•the risk that the businesses of the Company and Arch will not be integrated successfully after the closing of the Merger;

•the risk that the anticipated benefits of the Merger may not be realized or may take longer to realize than expected; and

•other unforeseen factors.

The above list of factors is not exhaustive or necessarily in order of importance. Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements include those discussed under “Risk Factors” elsewhere in this report. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.