Core Natural Resources, Inc.: Form 10-Q for the period ended Mar 31, 2026

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in conjunction with the Condensed Consolidated Financial Statements and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q (“Report”). In addition, this Report should be read in conjunction with the Consolidated Financial Statements for the three-year period ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, filed on February 17, 2026. This MD&A contains forward-looking statements, and the matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. All tons discussed are on a clean coal equivalent basis.

Recent Developments

Merger

On January 14, 2025, the Company completed the Merger with 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. See Note 2—Merger with Arch in the Notes to the Condensed Consolidated Financial Statements in this Report for additional information.

Combustion-Related Activity at Leer South Mine

On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine’s active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine’s major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage by the combustion event, and major components and systems remained in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and began restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.

The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it is pursuing recoveries under its relevant insurance policies. The Company’s initial advancement of insurance proceeds was $19.4 million, recorded in the third quarter of 2025. During the three months ended March 31, 2026, the Company recorded additional recoveries of $9.7 million. The Company will continue to pursue all avenues for additional recoveries.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law by the President of the U.S. Several provisions included in the OBBBA are expected to benefit the Company, including language designating U.S.-produced metallurgical coal as a “critical material” under Internal Revenue Code Section 45X (Advanced Manufacturing Production Credit), through which the Company will be eligible for a 2.5% monetizable tax credit on production-related costs beginning in 2026 and sunsetting at the end of 2029. The Company is currently evaluating the OBBBA provisions, and the determination as to the applicability and extent of the OBBBA’s provisions on the Company’s future results of operations and cash flows will be dependent upon interpretations of the law and revenue rulings issued by the U.S. Treasury Department.

Executive Orders

President Trump issued a series of executive orders in April 2025 intended to reduce the regulatory burden on U.S. coal-based power plants and to ensure the long-term preservation of the U.S. coal fleet. The Trump Administration views the coal fleet as essential to the security, resilience and reliability of the U.S. power system. Reduction of regulatory burden allows for any impediments to domestic thermal coal demand to be challenged and possibly removed so that the Company could have an increased chance to sell more of its thermal coals specifically within the U.S. The executive orders help to further de-risk the domestic thermal market in the near term.

Our Business

We are a world-class producer and exporter of high-quality, low-cost coals, including metallurgical and thermal coals. We play an essential role in meeting the world’s growing need for energy, steel, cement and other infrastructure solutions. Our products have global access due to our ownership interests in two marine export terminals and access to several other third-party owned terminals.

The Merger joined two proven leadership teams and operating platforms to establish Core, a premier North American coal producer and exporter of high-quality, low-cost coals with offerings ranging from metallurgical to high calorific value and other thermal coals. With mining operations and terminal facilities across six states, Core owns 11 mines, including one of the largest, lowest cost and highest calorific value thermal coal mining complexes in North America and one of the largest, lowest cost and highest quality metallurgical coal mine portfolios in the U.S. Core also has access to global markets via ownership interests in two export terminals on the U.S. Eastern seaboard, along with strategic connectivity to ports on the West Coast and the Gulf of America. The combined company expects to realize meaningful operating synergies through the optimization of support functions, greatly enhanced marketing opportunities and a significantly expanded logistics network, which will enhance the Company’s ability to deliver coal reliably and efficiently to its global customers.

Results of Operations: Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025

Revenues

The Company’s revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company’s revenues also include transloading services at the Port of Baltimore, as well as other revenues generated from customers.

Our mines in West Virginia produce a premium metallurgical product used in the global steel industry. Our surface mines in the Powder River Basin produce thermal coal for sale into domestic and international markets. Our thermal longwall mines produce a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.

Consolidated revenues in the three months ended March 31, 2026 were $67 million higher than the three months ended March 31, 2025 due to increases in the High CV Thermal, Metallurgical, PRB and Core Marine Terminal segments of $11 million, $38 million, $13 million and $3 million, respectively. The increase in the Metallurgical segment was primarily attributable to increased metallurgical coal benchmark pricing coupled with higher sales tons. In the High CV Thermal and PRB segments, increased sales tons were partially offset by a weakened pricing environment. In the Core Marine Terminal segment, revenues increased primarily due to improved pricing and higher throughput tons. See the discussion in “Operational Performance” below for further information about segment results.

Cost of Sales

Cost of sales includes items such as direct operating costs, royalties, production taxes and credits, direct administration costs and transportation costs. Our consolidated cost of sales in the three months ended March 31, 2026 increased $9 million compared to the three months ended March 31, 2025 due to increases in the High CV Thermal and PRB segments of $30 million in each segment primarily due to increased sales tons. These increases were partially offset by a decrease in the Metallurgical segment of $40 million, primarily due to the $36 million of fire and idle costs in the prior year period associated with the combustion-related event at the Leer South mine compared to insurance reimbursements of $10 million in the current year period, partially offset by increased sales tons. The increased costs in the current year period were partially offset by Section 45X tax credits. In addition, prior year results included operating overhead and certain actuarial costs that did not recur. See the discussion in “Operational Performance” below for further information about segment results.

Depreciation, Depletion and Amortization

On a consolidated basis, depreciation, depletion and amortization costs were $146 million for the three months ended March 31, 2026, compared to $122 million for the three months ended March 31, 2025, resulting in a $25 million increase. The increase was primarily attributable to additional assets placed into service.

General and Administrative Costs

On a consolidated basis, general and administrative costs were $36 million for the three months ended March 31, 2026, compared to $89 million for the three months ended March 31, 2025. The $53 million decrease in the period-to-period comparison was primarily due to non-recurring Merger-related transaction costs incurred during the three months ended March 31, 2025, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining decrease related to lower headcount resulting from the synergies of the Merger.

Other Operating Income and Expense, net

Other operating income and expense, net consisted of the following items:

Insurance proceeds recorded in the three months ended March 31, 2026 related to the final resolution of the Francis Scott Key Bridge collapse business interruption insurance claim.

Interest Expense and Interest Income

On a consolidated basis, interest expense was $11 million for the three months ended March 31, 2026, compared to $8 million for the three months ended March 31, 2025. The $3 million increase in the period-to-period comparison was primarily due to additional interest on the Series 2025 Bonds (as defined below), as well as interest incurred on new equipment financing arrangements and increased fees associated with the Company’s Receivables Financing Agreement as a result of the July 2025 amendment.

Interest income decreased $2 million in the period-to-period comparison primarily due to changes in interest rates.

Loss on Debt Extinguishment

Loss on debt extinguishment of $12 million was recorded in the three months ended March 31, 2025 due to the amendment of the Company’s Revolving Credit Facility and the refinancing of the Series 2025 Bonds.

Non-Service Related Pension and Postretirement Benefit Costs

Non-service related pension and postretirement benefit costs decreased $1 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year.

How We Evaluate Our Operations

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) coal production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iii) realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vi) cash margin per ton sold, an operating ratio derived from non-GAAP financial measures, defined as realized coal revenue per ton sold less cash cost of coal sold per ton; and (vii) adjusted EBITDA, a non-GAAP financial measure.

We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. Each of these non-GAAP measures are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

• our operating performance compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure;
• the ability of our assets to generate sufficient cash flow;
• our ability to incur and service debt and fund capital expenditures;
• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and
• the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.

These non-GAAP financial measures should not be considered an alternative to revenues, cost of sales, net income (loss) or any other measure of financial performance presented in accordance with GAAP. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.

Reconciliation of Non-GAAP Financial Measures

We define realized coal revenue as revenues reported in the Condensed Consolidated Statements of Income (Loss) less transportation costs, transloading revenues and other revenues not directly attributable to coal sales. We define realized coal revenue per ton sold as realized coal revenue divided by tons sold. The following tables present reconciliations by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure (in thousands, except per ton information):

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The following tables present breakdowns of the realized coal revenue per ton sold for the Metallurgical segment between coking coal and thermal byproduct (in thousands, except per ton information):

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We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, royalties, production taxes and credits and direct administration costs, and excludes transportation costs, indirect costs, other costs not directly attributable to the production of coal and depreciation, depletion and amortization costs on production assets. We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The following tables present reconciliations by reportable segment of cash cost of coal sold and cash cost of coal sold per ton to cost of sales, the most directly comparable GAAP financial measure (in thousands, except per ton information):

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We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as loss on debt extinguishment and (iii) other adjustments, such as stock-based compensation, Merger-related expenses and fair value adjustments of commodity derivative instruments. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our operating performance or that arise outside of the ordinary course of our business. The following tables present reconciliations by reportable segment of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure (in thousands):

Operational Performance: Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025

The Company consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the PRB segment; and (4) the Core Marine Terminal segment. The High CV Thermal segment consists of the Company’s Pennsylvania Mining Complex and the West Elk mine located in Colorado. The Metallurgical segment consists of the Company’s Leer, Leer South, Beckley, Mountain Laurel and Itmann coal mines in West Virginia. The PRB segment consists of the Company’s Black Thunder and Coal Creek surface mining complexes located in Wyoming. The Core Marine Terminal segment consists of the Company’s coal export terminal operations in the Port of Baltimore.

The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics. Adjusted EBITDA measures the operating performance of the Company’s segments and is used to allocate resources to the Company’s segments. The following table presents results by reportable segment:

(a) Realized coal revenue per ton sold, cash cost of coal sold per ton and cash margin per ton sold are operating ratios derived from non-GAAP financial measures, and Adjusted EBITDA is a non-GAAP financial measure. See “How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures” above for definitions and reconciliations of these amounts to the most directly comparable GAAP measures.

High CV Thermal Segment Analysis

Adjusted EBITDA decreased $19 million in the period-to-period comparison, primarily due to a $4.32 decrease in realized coal revenue per ton sold, partially offset by a 0.6 million increase in tons sold and a $0.22 decrease in cash cost of coal sold per ton. The decrease in realized coal revenue per ton sold was primarily due to softened international markets, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing. The decrease in cash cost of coal sold per ton was primarily due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior year period.

Metallurgical Segment Analysis

Adjusted EBITDA increased $78 million in the period-to-period comparison, primarily due to a $13.77 increase in realized coal revenue per ton sold and higher tons sold. Metallurgical coal benchmark prices increased compared to the prior year period due to stronger demand. In addition, the Leer South mine was fully operational in the current year period compared to being idled in the prior year period due to the combustion-related event. Prior year Adjusted EBITDA was negatively impacted by $36 million of costs incurred associated with this incident, whereas insurance reimbursements of $10 million were recorded in the current year period.

PRB Segment Analysis

Adjusted EBITDA decreased $18 million in the period-to-period comparison, primarily due to a $1.20 increase in cash cost of coal sold per ton, partially offset by higher tons sold. The increase in cash cost of coal sold per ton was largely attributable to increased fuel and explosives costs due to higher commodity prices, as well as increased maintenance costs compared to the prior year period.

Core Marine Terminal Segment Analysis

Adjusted EBITDA increased $3 million in the period-to-period comparison, primarily due to increased throughput tons as well as favorable pricing. Throughput volumes at the Core Marine Terminal were 4.8 million tons for the three months ended March 31, 2026, compared to 4.3 million tons for the three months ended March 31, 2025.

Liquidity and Capital Resources

The Company’s potential sources of liquidity include cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement (which are discussed and defined below) and, if necessary, the ability to issue equity or debt securities. The Company believes that cash generated from these sources, without needing to issue equity or debt securities, will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements and debt servicing obligations, as well as to provide required letters of credit or surety bonds necessary for the Company’s operations.

Our total liquidity as of March 31, 2026 was comprised of the following:

(in millions)

Events that negatively impact our operations, overall financial condition and liquidity could result in our inability to comply with the Revolving Credit Facility’s financial covenants. This could limit our ability to borrow under the Revolving Credit Facility if we are unable to obtain necessary waivers or amendments. The Company expects to maintain adequate liquidity through its net cash provided by operating activities and cash and cash equivalents on hand, as well as the Revolving Credit Facility and its Receivables Financing Agreement, to fund its working capital needs and capital expenditures in the short-term and long-term.

Uncertainty in the financial markets, tariffs, foreign conflicts and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional capital or credit, as well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, arising from current and potential tariffs, executive actions, elevated interest rates, sustained high inflation and supply chain disruptions such as those stemming from the recent conflict in Iran, may impact the Company’s revenues and collections, as well as its overall cost of operations, including recent increases in diesel fuel and other commodity prices. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the U.S. from multiple countries around the world continues to evolve and be uncertain, as the U.S. Government continues to negotiate its position with multiple countries and across various industries and goods. While the evolving global trade landscape relating to tariffs and retaliatory trade measures imposed by other countries on U.S. goods has not yet had a significant impact on our business or results of operations as of March 31, 2026, this and the potential for additional changes in U.S. or international trade policy have increased uncertainty regarding the ultimate effect of the tariffs on economic conditions and could lead to further weakened business conditions for the coal industry.

Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and fewer providers willing to underwrite policies and surety bonds. Terms have become generally unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.

At March 31, 2026, the Company had a $133 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $17 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.

In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. The final rule, including any assessments, is subject to appeal. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date.

The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at March 31, 2026. The various multi-employer benefit plans are discussed in Note 17 - Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1 million for both the three months ended March 31, 2026 and 2025. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items that are not reflected on the Condensed Consolidated Balance Sheet at March 31, 2026. Management believes these items will expire without being funded. See Note 14 - Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.

Cash Flows (in millions)

Net cash provided by (used in) operating activities changed by $229 million in the period-to-period comparison primarily due to the payment of non-recurring Merger-related expenditures in the three months ended March 31, 2025, increased segment earnings when compared to the prior year period and other working capital changes.

Net cash (used in) provided by investing activities changed by $363 million in the period-to-period comparison primarily due to cash acquired via the Merger, which was partially offset by the purchase of Arch’s tax-exempt bonds, and the liquidation of the Company’s remaining U.S. Treasury securities during the three months ended March 31, 2025, which resulted in net proceeds of $75 million.

Net cash used in financing activities increased by $16 million in the period-to-period comparison. Cash outflows related to share repurchases totaled $42 million in the three months ended March 31, 2026 compared to $101 million in the three months ended March 31, 2025. In connection with the Merger, the Company amended its Revolving Credit Facility and refinanced its tax-exempt bonds during the three months ended March 31, 2025. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions amounted to $16 million. Additionally, dividend payments decreased by $6 million compared to the prior year period.

Revolving Credit Facility

In November 2017, the Company entered into a revolving credit facility with PNC Bank, N.A. (“PNC”) (as amended, the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger. The January 2025 amendment increased the available revolving commitments from $355 million to $600 million and extended the scheduled maturity date to April 30, 2029, provided that, if any of the MEDCO Bonds or PEDFA Bonds (as defined below) and any subsequent refinancings thereof remain outstanding 91 days prior to their stated maturity and our specified liquidity, as measured under the Revolving Credit Facility, is less than $250 million at that time, the maturity date of the Revolving Credit Facility will be such date. Additionally, the Company reduced the applicable interest rate margin on its borrowings and letters of credit under the Revolving Credit Facility by 75 basis points.

Borrowings under the Revolving Credit Facility may be used for general corporate purposes, including working capital, capital expenditures and permitted acquisitions. Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to satisfaction of the conditions to each credit extension. The Revolving Credit Facility provides that up to the full amount of the facility may be used for the issuance of letters of credit (the “Letters of Credit”) by each lender under the Revolving Credit Facility, including Arch letters of credit that are deemed to be issued under the Revolving Credit Facility. The Company may increase the revolving credit commitments on the same terms or incur term “A” loans, in each case in an aggregate amount of up to $150 million.

Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company’s option, either (i) the applicable term Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility ranges from 3.00% to 3.75% (for SOFR loans) and 2.00% to 2.75% (for alternate base rate loans), depending on the total net leverage ratio.

The Company’s obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Company’s Pennsylvania Mining Complex, its marine terminal at the Port of Baltimore and specified coal reserves and, subject to certain customary exceptions, all other existing or future direct or indirect wholly-owned material restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger. The obligations under the Revolving Credit Facility are secured by, subject to certain exceptions (including a limitation on pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company’s and certain subsidiaries’ significant assets.

The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, asset dispositions, restricted payments, mergers, consolidations, divisions and other fundamental changes, transactions with affiliates and prepayments of junior indebtedness. The Revolving Credit Facility requires prepayment of Revolving Credit Loans and Swing Loans if (x) Excess Balance Sheet Cash is greater than $125 million and (y) the sum of Revolving Credit Loans, Swing Loans and Letter of Credit Obligations (other than in respect of undrawn Letters of Credit) is greater than 25% of the Revolving Credit Commitments, in each case as of the last day of any calendar month.

The Revolving Credit Facility also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio is 1.50 to 1.00, the maximum total net leverage ratio is 2.50 to 1.00 and the minimum interest coverage ratio is 3.00 to 1.00. The Revolving Credit Facility contains customary events of default, including failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.

The Company’s first lien gross leverage ratio was 0.25 to 1.00 at March 31, 2026. The Company’s total net leverage ratio was 0.07 to 1.00 at March 31, 2026. The Company’s interest coverage ratio was 31.61 to 1.00 at March 31, 2026. The Company was in compliance with all covenants under the Revolving Credit Facility as of March 31, 2026.

At March 31, 2026, there were no borrowings outstanding under the Revolving Credit Facility and the facility is currently only used for providing letters of credit, with $110 million of letters of credit outstanding, leaving $490 million of unused capacity. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies’ statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company’s borrowing facility capacity.

Receivables Financing Agreement

Certain U.S. subsidiaries of the Company are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. On July 28, 2025, the Company and certain of its subsidiaries entered into (i) that certain Receivables Financing Agreement (the “Receivables Financing Agreement”), by and among Core Receivable Company, LLC, as borrower (“Core Receivable”), Core Sales, LLC, as the initial servicer (the “Servicer”), PNC, as administrative agent and LC bank, PNC Capital Markets LLC (“PNC CM”), as structuring agent, and the lenders from time to time party thereto; (ii) that certain Third Amended and Restated Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Core Receivable, the Servicer and Arch, as transferor; (iii) that certain Third Amended and Restated Purchase and Sale Agreement (the “Purchase and Sale Agreement”), by and among Arch, the Servicer and the originators party thereto; and (iv) that certain Fifth Amended and Restated Performance Guaranty (the “Performance Guaranty” and, together with the Receivables Financing Agreement, the Sale and Contribution Agreement and the Purchase and Sale Agreement, the “Receivables Documents”), by the Company, in favor of PNC as administrative agent. With entry into the Receivables Documents, legacy Arch’s securitization facility was amended and restated in its entirety to, among other things, consolidate facilities and extend the maturity date to July 27, 2028, and legacy CONSOL’s securitization facility was terminated effective July 28, 2025.

Pursuant to the Receivables Documents, Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP, all wholly-owned subsidiaries of the Company, sell or contribute trade receivables to Core Receivable, a special purpose vehicle and wholly-owned subsidiary of the Company. Core Receivable, in turn, pledges its interests in the receivables to PNC and Regions Bank, each of which either makes loans or issues letters of credit on behalf of Core Receivable. The maximum amount of advances and letters of credit outstanding under the Receivables Financing Agreement may not exceed $250 million.

Loans under the Receivables Financing Agreement accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR plus ten basis points. Loans and letters of credit under the Receivables Financing Agreement also accrue a drawn fee and a letter of credit participation fee, respectively, of 2.00% per annum. In connection with the Receivables Financing Agreement, Core Receivable paid certain structuring fees to PNC CM and pays other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.

The Receivables Documents contain various customary representations and warranties, covenants and default provisions that provide for the termination and acceleration of the commitments and loans under the Receivables Financing Agreement in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. The Company guarantees the performance of the obligations of Arch; Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Receivables Financing Agreement. However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

At March 31, 2026, eligible accounts receivable yielded $191 million of borrowing capacity. At March 31, 2026, the Receivables Financing Agreement had no outstanding borrowings and approximately $158 million of letters of credit outstanding, leaving $33 million of unused capacity. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

Series 2025 Bonds

On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority (“PEDFA”) in the aggregate principal amount of $98 million (the “PEDFA Bonds”), at a fixed rate of 5.45% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC CM, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the “Underwriters”), PEDFA and the Company; (ii) the Maryland Economic Development Corporation (“MEDCO”) in the aggregate principal amount of $103 million (the “MEDCO Bonds”), at a fixed rate of 5.00% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, MEDCO and the Company; and (iii) the West Virginia Economic Development Authority (“WVEDA”) in the aggregate principal amount of $106 million (the “WVEDA Bonds” and together with the PEDFA Bonds and the MEDCO Bonds, the “Series 2025 Bonds”), at a fixed rate of 5.45% for an initial interest rate term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, WVEDA and the Company.

The Company used (i) a portion of the proceeds of the PEDFA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the Central Preparation Plant in West Finley, Pennsylvania in part by refunding in full PEDFA’s outstanding $75 million Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MEDCO Bonds to refinance the costs of acquisition, construction, improvement, installation and equipping of certain improvements, modifications and additions to a coal transshipment terminal located in the Canton area of the Port of Baltimore by refunding in full MEDCO’s outstanding $103 million Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of the proceeds of the WVEDA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities relating to a longwall coal mining complex known as the Leer South Mine located in Barbour County, West Virginia in part by refunding in full WVEDA’s outstanding $53 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $45 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.

The (i) PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”), dated March 1, 2025, by and between PEDFA and Wilmington Trust, National Association, as trustee (the “Trustee”), and PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “PEDFA Loan Agreement”), between PEDFA and the Company; (ii) MEDCO Bonds were issued pursuant to an indenture (the “MEDCO Indenture”), dated March 1, 2025, by and between MEDCO and the Trustee, and MEDCO made a loan of the proceeds of the MEDCO Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “MEDCO Loan Agreement”), between MEDCO and the Company; and (iii) WVEDA Bonds were issued pursuant to an indenture (the “WVEDA Indenture” and together with the PEDFA Indenture and the MEDCO Indenture, the “Series 2025 Bonds Indentures”), dated March 1, 2025, by and between WVEDA and the Trustee, and WVEDA made a loan of the proceeds of the WVEDA Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the “WVEDA Loan Agreement” and together with the PEDFA Loan Agreement and MEDCO Loan Agreement, the “Loan Agreements”), between WVEDA and the Company. Under the terms of the Loan Agreements, the Company agreed to make all payments of principal, interest and other amounts at any time due on the respective Series 2025 Bonds or under the respective Series 2025 Bonds Indentures.

Material Cash Requirements

The Company expects to make the following payments in the next 12 months:

• $72 million on its long-term debt and operating and finance lease obligations, including interest;
• $69 million on its employee-related long-term liabilities, including obligations that the Company has under multi-employer plans; and
• $98 million on its environmental obligations and $165 million on its other current liabilities.

The Company believes it will be able to satisfy these material cash requirements with cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement and, if necessary, cash generated from its ability to issue equity or debt securities.

Debt

At March 31, 2026, the Company had total long-term debt and finance lease obligations of $461 million outstanding, including the current portion of $43 million. This long-term debt consisted of:

• An aggregate principal amount of $132 million of finance leases with a weighted-average interest rate of 6.91%.
• An aggregate principal amount of $106 million of WVEDA Bonds, which were issued to finance a coal refuse disposal area at the Leer South mine, bear interest at 5.45% per annum for an initial interest rate term of ten years and mature in January 2055, but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. Interest on the WVEDA Bonds is payable on April 1 and October 1 of each year.
• An aggregate principal amount of $103 million of MEDCO Bonds, which were issued to finance the Core Marine Terminal, bear interest at 5.00% per annum for an initial interest rate term of ten years and mature in July 2048,

but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. Interest on the MEDCO Bonds is payable on February 1 and August 1 of each year.

• An aggregate principal amount of $98 million of PEDFA Bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, bear interest at 5.45% per annum for an initial interest rate term of ten years and mature in January 2051, but will be subject to mandatory tender in March 2035 at the end of the current interest rate term. Interest on the PEDFA Bonds is payable on June 1 and December 1 of each year.
• Advanced royalty commitments of $11 million with a weighted-average interest rate of 8.04% per annum.
• An aggregate principal amount of $10 million of various equipment financing arrangements with a weighted-average interest rate of 7.22%.
• An aggregate principal amount of $2 million of other debt arrangements.

At March 31, 2026, the Company had no borrowings outstanding and approximately $110 million of letters of credit outstanding under the $600 million Revolving Credit Facility. At March 31, 2026, the Company had no borrowings outstanding and approximately $158 million of letters of credit outstanding under the Receivables Financing Agreement.

Stock Repurchases

On February 18, 2025, the Company’s Board of Directors approved a capital return framework that involves a mix of dividends and share repurchases. The repurchase program permits the repurchase, from time to time, of the Company’s outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain covenants in the Revolving Credit Facility and the Series 2025 Bonds Indentures that limit the Company’s ability to repurchase shares of its common stock.

During the three months ended March 31, 2026, the Company repurchased and retired 464,600 shares of the Company’s common stock at an average price of $90.23 per share.

Total Equity and Dividends

Total equity attributable to the Company was $3,657 million at March 31, 2026 and $3,678 million at December 31, 2025. See the Condensed Consolidated Statements of Stockholders’ Equity in this Report for additional details.

The declaration and payment of dividends by the Company is at the discretion of the Company’s Board of Directors. The Revolving Credit Facility and the Series 2025 Bonds Indentures include certain covenants limiting the Company’s ability to declare and pay dividends.

On May 7, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.0 million, payable on June 12, 2026 to all stockholders of record as of May 29, 2026.

Critical Accounting Estimates

The Company prepares its financial statements in accordance with GAAP. The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There have been no material changes to the Company’s critical accounting estimates from the Annual Report on Form 10-K for the year ended December 31, 2025.

Forward-Looking Statements

Certain statements in this Report are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, the matters discussed in this Report 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 that 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 Report speak only as of the date of this Report. 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 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;
• 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;
• decreases in coal consumption patterns for steel production, electric power generation and industrial applications;
• 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;
• inflation that could result in higher costs and decreased profitability;
• foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;
• 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 longwall equipment, railroad derailments or strikes, 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, letters of credit 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, regulations, tariffs, executive orders or other trade measures;
• our inability to find suitable joint venture partners, acquisition targets or similar investments or integrating the operations of future acquisitions or investments into our operations;
• obtaining, maintaining and renewing government 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 control 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 and the other filings we make with the Securities and Exchange Commission (“SEC”). 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.

The Company’s exposures to market risk have not materially changed since December 31, 2025. Please see these quantitative and qualitative disclosures about market risk in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the fiscal quarter covered by this Report, there were no changes in the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

In addition to the other information set forth in this Report, you should carefully consider the factors described in Part I - Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These described risks are not the only risks the Company faces. Additional risks and uncertainties not currently known to Core or that the Company currently deems to be immaterial also may materially adversely affect Core’s business, results of operations, financial condition and cash flows.