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Core Natural Resources, Inc.

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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About this filing

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.

FY2025 · Filed Feb 17, 2026

CNR$79.31+5.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission file number:001-38147

Core Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware82-1954058
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

275 Technology Drive Suite 101

Canonsburg, PA 15317-9565

(724) 416-8300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)CNRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company☐ Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒

The aggregate value of common stock held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as if they may be affiliates of the registrant) was approximately $3,514,239,816 as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported closing price of the common stock as reported on The New York Stock Exchange on such date.

The number of shares outstanding of the registrant’s common stock as of January 30, 2026 was 50,979,544 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of Core Natural Resources, Inc.’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of the end of the registrant’s fiscal year are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.

TABLE OF CONTENTS

Page
PART I
ITEM 1.Business7
ITEM 1A.Risk Factors34
ITEM 1B.Unresolved Staff Comments57
ITEM 1C.Cybersecurity57
ITEM 2.Properties58
ITEM 3.Legal Proceedings59
ITEM 4.Mine Safety Disclosures59
PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities60
ITEM 6.[Reserved]61
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations61
ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk79
ITEM 8.Financial Statements and Supplementary Data80
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure130
ITEM 9A.Controls and Procedures130
ITEM 9B.Other Information132
ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections132
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance133
ITEM 11.Executive Compensation133
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters133
ITEM 13.Certain Relationships and Related Transactions, and Director Independence133
ITEM 14.Principal Accountant Fees and Services133
PART IV
ITEM 15.Exhibits and Financial Statement Schedules134
SIGNATURES141
ContentsView on SEC.gov

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