DEF 14A of Core Natural Resources, Inc., Mar 16, 2026

DEF 14A of Core Natural Resources, Inc.

Filed Mar 16, 2026 · FY20250001710366-26-000017

Open on EDGAR

  1. Biographies of Director Nominees

    Biographies of Director Nominees The biographies included in this Proxy Statement below include information concerning the nominees for director, including their recent employment, positions with Core, other directorships, board committee memberships and ages as of March 1, 2026.

  2. Biographies of Director Nominees

    | JAMES A. BROCK | | | | CHIEF EXECUTIVE OFFICER & CHAIRMAN | Director Since: 2017 Age: 69 Term Expires: 2026 | Core Committees: None |

  3. Biographies of Director Nominees

    BACKGROUND: James A. Brock has served as our Chief Executive Officer and Chairman since October 6, 2025, having previously served as Executive Chair of the Board since the January 2025 merger. Prior to the merger, Mr. Brock was CONSOL’s Chairman of the Board beginning in 2024 and Chief Executive Officer and member of the board of directors since 2017. With a career in coal spanning nearly five decades, Mr. Brock’s extensive industry knowledge and operational expertise provide Core with invaluable leadership and insight. Mr. Brock began his mining career in 1979 as a summer student at CONSOL’s Matthews Mine and since then has served at various locations in many positions including Section Foreman, Longwall Coordinator, Mine Foreman, Superintendent, Chief Operating Officer (Coal) of CNX Resources Corporation (“CNX”), and as CEO and Chairman of CONSOL Coal Resources LP immediately prior to assuming the role of CONSOL’s Chief Executive Officer in 2017. Mr. Brock also currently serves on the Pennsylvania Coal Alliance board of directors, and is a member of the boards of directors of the National Coal Council and the American Coalition for Clean Coal Electricity. He is also an executive committee member and Chairman of the board of directors of the National Mining Association and Chairman of America’s Power. Mr. Brock previously served on the board of directors of the West Virginia Coal Association and was inducted into the WVU Hall of Fame in 2016. He is a graduate of Eastern Kentucky University. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): CONSOL Coal Resources LP (2015 – 2020).

  4. Biographies of Director Nominees

    | QUALIFICATIONS: With a career in coal spanning five decades, we believe Mr. Brock’s extensive knowledge of our industry and our operations gained during his years of service with CNX, and now Core, provides our Board with valuable experience and skills the Board seeks to maintain. |

  5. Biographies of Director Nominees

    | EDWARD L. DOHENY II | | | | SENIOR ADVISOR OF BOSTON CONSULTING GROUP AND FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SEALED AIR CORPORATION | Director Nominee Age: 63 | Core Committees: Not applicable |

  6. Biographies of Director Nominees

    BACKGROUND: Mr. Doheny joined the Boston Consulting Group as a Senior Advisor in 2024. Mr. Doheny served as President and Chief Executive Officer of Sealed Air Corporation (“Sealed Air”) (a global packaging company) from 2018 to 2023. Prior to Sealed Air, Mr. Doheny served as President and Chief Executive Officer of Joy Global Inc. (a global mining equipment manufacturer) from 2012 to 2017 until it was acquired by Komatsu America Corp. and served as President and Chief Operating Officer of Joy Mining Machinery from 2006 to 2012. Earlier in his career, Mr. Doheny spent 21 years at Ingersoll-Rand Corporation, holding leadership roles across the U.S., Europe, and Asia Pacific, culminating in his role as Sector President of Industrial Technologies. Mr. Doheny earned a BS in Mechanical Engineering from Cornell University, where he was a Cornell National Scholar, and an MSM in Business from Purdue University. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Eastman Chemical Company (a global specialty materials company) (2020 – 2024); Sealed Air (a global packaging company) (2017 – 2023).

  7. Biographies of Director Nominees

    | QUALIFICATIONS: With a career spanning over four decades in industrial leadership, including serving as Chief Executive Officer of two major global companies, we believe Mr. Doheny’s extensive knowledge of operational excellence, digital transformation, and strategic growth provides our Board with valuable experience and skills the Board seeks to maintain. Mr. Doheny’s experience in driving transformational growth, enhancing stockholder value, and leading innovation initiatives offers valuable insight and perspective to the Board. Further, Mr. Doheny’s industry contributions as a former member of the Executive Committee of the National Association of Manufacturers, Executive Committee of the National Mining Association and a founding Board member of the Alliance to End Plastic Waste provide relevant industry expertise. |

  8. Biographies of Director Nominees

    | RONALD C. KEATING | | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER OF EXCELITAS TECHNOLOGIES CORP. | Director Nominee Age: 57 | Core Committees: Not applicable |

  9. Biographies of Director Nominees

    BACKGROUND: Mr. Keating has served as President and Chief Executive Officer of Excelitas Technologies Corp. (“Excelitas”), a leading provider of industrial technologies, precision instrumentation, measurement and control systems, since October 2023. Prior to joining Excelitas, Mr. Keating served as President and Chief Executive Officer of Evoqua Water Technologies, a leading provider of global water treatment solutions and services, from December 2014 to October 2023. Mr. Keating also served as President, Chief Executive Officer and Chairman of the board of CONTECH Construction Products Inc., a manufacturer of infrastructure products, from September 2007 to December 2014. Prior to that, he held several senior executive positions at Kennametal Inc. from 2001 to 2007, including Vice President and President of the Metalworking Solutions and Services Group. Earlier in his career, Mr. Keating held various management positions at Ingersoll-Rand Inc. from 1993 to 2001. Mr. Keating also serves on the board of directors of Hayward Holdings, Inc. (a global designer, manufacturer and marketer of pool equipment and associated automation systems) since 2025. Mr. Keating holds an MBA from the Kellogg School of Management at Northwestern University and a Bachelor of Science in Industrial Distribution from Texas A&M University. Other Current Public Company Directorships: Hayward Holdings, Inc. (a global designer, manufacturer and marketer of pool equipment and associated automation systems) (since March 2025); Enpro Inc. (an industrial technology company) (since May 2022; not standing for re-election at the company’s 2026 annual meeting). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Evoqua Water Technologies Corp. (a provider of water treatment solutions, which was merged into Xylem Inc. in 2023) (2014 – 2023); US Ecology, Inc. a provider of environmental services, which was merged into Republic Services, Inc. in 2022) (2017 – 2022).

  10. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Keating brings extensive executive leadership, operational expertise and strategic growth experience to the Board. With his experience of leading complex organizations through corporate restructurings, successful acquisitions and integrations, and operational improvements, Mr. Keating contributes valuable competencies and skills that the Board seeks to maintain. His experience overseeing global manufacturing operations and driving significant stockholder value creation, including through successful IPOs and strategic transactions, provides the Board with important perspective on growth strategies and capital markets. |

  11. Biographies of Director Nominees

    | HOLLY KELLER KOEPPEL | | | | FORMER MANAGING PARTNER— GATEWAY INFRASTRUCTURE INVESTMENTS L.P. | Director Since: 2025 Age: 67 Term Expires: 2026 | Core Committees: • Health, Safety and Environmental (Chair) • Nominating and Corporate Governance |

  12. Biographies of Director Nominees

    BACKGROUND: Holly Keller Koeppel joined the Board upon completion of the merger, and currently serves as chair of our Board’s Nominating and Corporate Governance Committee and a member of our Health, Safety and Environmental Committee. Prior to the merger, Ms. Koeppel was a member of the board of directors of Arch Resources, Inc. and served on its Personnel and Compensation Committee and as the chair of its ESG and Nominating Committee. Ms. Koeppel served as Managing Partner and head of Gateway Infrastructure Investments L.P. (an infrastructure fund targeting investments in transportation, utility and energy infrastructure) from March 2015 to January 2017. From 2010 to February 2015, she was Partner and Global Co-Head of Citi Infrastructure Investors, a division of Citigroup, Inc. Ms. Koeppel served as Executive Vice President and Chief Financial Officer of American Electric Power Corporation (“AEP”) (a public utility holding company) from 2006 to 2009 and held several additional executive positions at AEP from 2000 to 2006. Other Current Public Company Directorships: AES Corporation (a utility and power generation company) (since April 2015); British American Tobacco plc (a British consumer goods company) (since July 2017 and is not standing for re-election at the company’s 2026 annual meeting); Flutter Entertainment plc (an international sports betting company) (since May 2021); and Shell plc (an international petroleum company) (since January 2026).* Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Vesuvius plc (a ceramics company) (April 2017-May 2021) and Arch Resources, Inc. (February 2019-January 2025).U *Under the Company’s Corporate Governance Guidelines, non-employee directors are prohibited from serving on more than four public company boards (including the Company), subject to a reasonable transition period relating to changes in board service, such as Ms. Koeppel stepping off the board of British American Tobacco plc at that company’s 2026 annual meeting.

  13. Biographies of Director Nominees

    | QUALIFICATIONS: With her finance and accounting, senior management and leadership experience, as well as her substantial knowledge of the energy industry, Ms. Koeppel contributes to the mix of experience and qualifications the Board seeks to maintain. Further, Ms. Koeppel’s service as Executive Vice President and Chief Financial Officer of AEP and her other public company board experience provides valuable insight and perspective to the Board. |

  14. Biographies of Director Nominees

    | PATRICK A. KRIEGSHAUSER | | | | FORMER EXECUTIVE VICE PRESIDENT— ARCHKEY HOLDINGS, INC. | Director Since: 2025 Age: 64 Term Expires: 2026 | Core Committees: • Audit (Chair) • Health, Safety and Environmental |

  15. Biographies of Director Nominees

    BACKGROUND: Patrick A. Kriegshauser joined the Board upon completion of the merger and currently serves as the chair of our Board’s Audit Committee and a member of our Health, Safety and Environmental Committee. Prior to the merger, Mr. Kriegshauser was a member of the board of directors of Arch Resources, Inc. and served as the chair of its Audit Committee. Mr. Kriegshauser served as Executive Vice President and a director of ArchKey Holdings, Inc., a privately held company (“ArchKey”) until November 1, 2024, having previously served as its Executive Vice President and Chief Financial Officer from July 2017 until July 2023. Mr. Kriegshauser also served as Executive Vice President, Chief Financial Officer and principal owner of Sachs Electric Company, which is owned by ArchKey, from 1985 to 2000. Mr. Kriegshauser served in various senior level capacities at Arch, including serving as Arch’s Senior Vice President and Chief Financial Officer from 1996 to 2000. He started his career at PricewaterhouseCoopers LLP (a Big Four accounting firm) in 1981. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Arch Resources, Inc. (October 2016 – January 2025).

  16. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Kriegshauser brings extensive finance and accounting, senior management and board leadership experience to the Board. Further, having served as Chief Financial Officer of ArchKey, Sachs Electric Company and Arch Resources, Inc. and other experience serving on other boards of directors, including another company in the mining industry, Mr. Kriegshauser has substantial knowledge of the coal and energy industries, which brings great value to our Board. |

  17. Biographies of Director Nominees

    | RICHARD A. NAVARRE | | | | FORMER CHIEF EXECUTIVE OFFICER AND PRESIDENT— COVIA CORPORATION; LEAD INDEPENDENT DIRECTOR OF CORE | Director Since: 2025 Age: 65 Term Expires: 2026 | Core Committees: • Nominating and Corporate Governance (Chair) • Compensation |

  18. Biographies of Director Nominees

    BACKGROUND: Richard A. Navarre joined the Board upon completion of the merger, and currently serves as a member of our Board’s Compensation Committee and as the chair of our Nominating and Corporate Governance Committee. Prior to the merger, Mr. Navarre was the chair of the board of directors of Arch Resources, Inc. and served on its ESG and Nominating Committee and as the chair of its Personnel and Compensation Committee. Mr. Navarre served as Chief Executive Officer and President of Covia Corporation from May 2019 to May 2021. He served as President and Chief Commercial Officer of Peabody Energy Corporation (“Peabody”) (a public coal mining company) from 2008 until 2012 and as Peabody’s Chief Financial Officer and Executive Vice President of Corporate Development from 1999 to 2008. Prior to joining Peabody in 1993, Mr. Navarre was a senior manager with KPMG, LLP (a Big Four accounting firm). Other Current Public Company Directorships: Civeo Corporation (a workforce accommodations specialist) (since June 2014); and Natural Resource Partners L.P. (a natural resource company) (since October 2013). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Covia Corporation (June 2018 – May 2021); and Arch Resources, Inc. (October 2016 – January 2025).

  19. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Navarre has extensive understanding of the coal and energy industries through his long tenure with Peabody, where he served in many executive-level positions including President, Chief Commercial Officer and Chief Financial Officer, and also through his service on the board of directors, and as chair of the board, of United Coal Company LLC. Moreover, through his leadership, operations, strategic planning, finance and accounting, senior management and marketing experience, Mr. Navarre brings valuable competencies and skills to the Board. |

  20. Biographies of Director Nominees

    | VALLI PERERA | | | | FORMER PARTNER OF DELOITTE | Director Since: 2023 Age: 68 Term Expires: 2026 | Core Committees: • Nominating and Corporate Governance • Audit |

  21. Biographies of Director Nominees

    BACKGROUND: Valli Perera joined the Board on March 22, 2023. She currently serves as a member of our Board’s Nominating and Corporate Governance Committee and Audit Committee. Ms. Perera is a seasoned executive with over 40 years of professional services and corporate experience. She retired from Deloitte (a Big Four accounting firm), as a senior partner in June 2019. During her tenure at Deloitte, Ms. Perera advised and led client service teams in areas of finance, mergers and acquisitions, technology transformation and business growth. She also worked with transitioning chief financial officers at Deloitte’s CFO Transition Lab program. Ms. Perera’s tenure at Deloitte spanned over 25 years, including: her elevation to the partnership in 1997, senior roles such as Managing Director for Global Services and Global Mergers & Acquisitions, Deloitte’s Global and U.S. Service Innovation Board and the firm’s global digital transformation, talent and development, diversity and inclusion, and member firm standards and governance. Further, from 2014 to 2020, she served on the board of directors of Make-A-Wish® Illinois, a non-profit organization. Since 2020, Ms. Perera has served on the board of directors for Midmark Corporation, a clinical environmental design private company, and is a member of its Audit and Compensation Committees. Moreover, from 2012 to 2024, Ms. Perera served on the board of directors for Communities in Schools of Chicago, a non-profit organization and was the Chair of its governance committee. She received a Master of Science degree in Taxation from Drexel University and a graduate degree in journalism from Northwestern University. Ms. Perera is credentialed by the Chartered Institute of Management Consultants, United Kingdom. Further, she is a retired Certified Public Accountant. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

  22. Biographies of Director Nominees

    | QUALIFICATIONS: With an extensive tenure spanning over 40 years as a seasoned business leader partnering with executive teams of private and Fortune 500 publicly traded signature companies to define high-value strategies for top- and bottom-line growth and providing specialized services in finance, governance, and organizational development, as well as global insight and direct experience across several continents, skills in finance, accounting, tax, acquisitions, and technology and substantive board directorship experience, Ms. Perera brings significant expertise and skills that the Board seeks to maintain. |

  23. Biographies of Director Nominees

    | JOSEPH P. PLATT | | | | GENERAL PARTNER—THORN PARTNERS LP | Director Since: 2017 Age: 78 Term Expires: 2026 | Core Committees: • Compensation (Chair) • Audit |

  24. Biographies of Director Nominees

    BACKGROUND: Joseph P. Platt joined the Board on November 28, 2017. He currently serves as the chair of our Board’s Compensation Committee and a member of our Audit Committee. Mr. Platt previously served as a member of the board of directors of CNX from May 2016 until November 28, 2017, when CONSOL separated from CNX. He is the general partner at Thorn Partners LP, a family limited partnership, a position he has held since 1998. Mr. Platt’s career at Johnson and Higgins, a global insurance broker and employee benefits consultant (“J&H”), spanned 27 years until 1997, when J&H was sold to Marsh & McLennan Companies. At the time of the sale, Mr. Platt was an owner, director and executive vice president of J&H. Mr. Platt has served on the board of directors of Greenlight Capital Re, Ltd., a property and casualty reinsurer, since 2004 and has been its lead independent director since 2007. He serves on the boards of various other nonpublic companies and not-for-profit institutions. Other Current Public Company Directorships: Greenlight Capital Re, Ltd. (a global specialty property and casualty reinsurer) (since 2004). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

  25. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Platt brings significant financial, compensation and risk management expertise to our Board through his prior board memberships that have spanned over 20 years and through his familiarity with our industry and operations. |

  26. Biographies of Director Nominees

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE-NAMED DIRECTOR NOMINEES FOR RE-ELECTION TO THE BOARD OF DIRECTORS.

  27. Biographies of Director Nominees

    | BOARD OF DIRECTORS AND COMPENSATION INFORMATION |

  28. Board of Directors

    Board of Directors The business and affairs of Core are managed under the direction of our Board. Under our Amended and Restated Certificate of Incorporation, as amended, all directors are subject to election annually. Under the Company’s Corporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform his or her duties and responsibilities, including attending the annual stockholders’ meeting. All of our directors who were serving at that time attended the 2025 Annual Meeting of Stockholders, and all of our directors are expected to attend this year’s Annual Meeting.

  29. Director Compensation

    Director Compensation Our director compensation program is designed to compensate our non-employee directors for the amount of work required for a company of our size and scope, and to align the interests of our non-employee directors with the long-term interests of our stockholders and other stakeholders. During 2025, following the completion of the merger, the Compensation Committee of the Board reviewed with its independent compensation consultant the director compensation programs of legacy CONSOL and Arch as well as general market practices and made certain adjustments to the compensation program to better align the program with broadly observed market practices and the practices between legacy CONSOL and Arch. The Compensation Committee approved an annual equity award for each non-employee director in the form of RSUs valued at $150,000 (other than the lead independent director whose RSUs were valued at $205,000) using the 20-trading day volume-weighted average stock price (“VWAP”) of the Company’s common stock through the grant date (February 18, 2025), resulting in an annual award of 1,680 RSUs for our directors (or 2,290 RSUs for our lead director). The annual award vests on the first anniversary of the grant date; subject to accelerated vesting (i) on a pro-rata basis upon termination other than for cause or any resignation by the director; (ii) in full upon termination due to death or disability, in connection with a change in control where awards are not assumed, or upon termination for any reason following a change in control where awards are assumed. In addition, the Compensation Committee, in consultation with its independent compensation consultant, approved annual cash retainers for non-employee directors’ services on our Board and Committees.

  30. Director Pay Structure - Annual Retainers

    Director Pay Structure - Annual Retainers

  31. Director Pay Structure - Annual Retainers

    | Position | Annual Cash Retainer | Annual Equity Grant | | All Directors (base retainer) | $140,000 | $150,000 | | Additional Compensation for Services as: | | | | Lead Director | $55,000 | $55,000 | | Audit Committee Chair | $30,000 | | | Compensation Committee Chair | $20,000 | | | HSE Committee Chair | $15,000 | | | NGC Committee Chair | $15,000 | | | Audit Committee Member | $10,000 | | | Compensation Committee Member | $10,000 | | | NGC Committee Member | $10,000 | |

  32. Director Pay Structure - Annual Retainers

    In addition, in recognition of each non-employee directors’ efforts and significant extra time expended in connection with the successful consummation of the merger, to promote retention of the directors and encourage an ownership mentality which further aligns the directors’ interests with stockholders, the non-employee directors were granted a one-time start-up grant equal to the value of such non-employee director’s annual equity grant target for 2025 using the 20-trading day VWAP of the Company’s common stock through the grant date (February 18, 2025) resulting in an award of 1,680 RSUs for each non-employee director (or 2,290 RSUs for our lead director). The RSU awards vest on the first anniversary of the grant date, subject to accelerated vesting as described above.

  33. Director Compensation Table - 2025

    Director Compensation Table - 2025 The following table sets forth the 2025 compensation for each non-employee director:

  34. Director Compensation Table - 2025

    | Name(1) | Fees Earned or Paid in Cash(4) | Stock Awards(5), (6) | All Other Compensation(7) | Total | | Holly Keller Koeppel | $156,552 | $300,000 | $288,430 | $744,982 | | Patrick A. Kriegshauser | $170,000 | $300,000 | $350,155 | $820,155 | | John T. Mills(2) | $— | $52,028 | $68,333 | $120,361 | | Richard A. Navarre | $220,000 | $410,000 | $377,977 | $1,007,977 | | Cassandra Pan(3) | $82,500 | $352,028 | $55,000 | $489,528 | | Valli Perera | $160,000 | $352,028 | $55,000 | $567,028 | | Joseph P. Platt | $170,000 | $352,028 | $53,333 | $575,361 |

  35. Director Compensation Table - 2025

    (1)While Mr. Brock, our Chief Executive Officer and Chair and Mr. Lang, our former Chief Executive Officer, during 2025, are/were members of our Board, their names do not appear in this table and their compensation for their services as executive officers in 2025 is reported in the Summary Compensation Table and equity tables that follow. In 2025, they did not receive any additional compensation in connection with their service on our Board. (2)Mr. Mills resigned from the Board effective as of the merger. (3)Reflects compensation for Ms. Pan until her passing on June 16, 2025. (4)Amounts shown in this column represent the cash retainer paid to each of our non-employee directors (including additional Committee Chair, Lead Independent Director and committee member retainers, as applicable) during 2025. (5)Amounts shown in this column include the value of (i) the 2025 annual restricted stock unit (“RSU”) award made to each of our non-employee directors and (ii) the start-up RSU award made to each of our non-employee directors, each on February 18, 2025, which vest on February 18, 2026, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value is computed based upon the closing price per share of our common stock on the date of the grant. For legacy CONSOL directors, this column also includes the incremental fair value, computed as of the merger date in accordance with FASB ASC Topic 718, of legacy CONSOL RSU awards whose vesting was accelerated in connection with the merger, valued at $52,028 each for Messrs. Mills and Platt and Mses. Pan and Perera. The assumptions used in determining the grant date fair value of the stock awards are set forth in Notes 1 and 18 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (6)The outstanding equity awards held by our non-employee directors on December 31, 2025, are set forth below. Each unvested, outstanding equity award at the time of the merger vested in full as of the effective time of the merger.

  36. Director Compensation Table - 2025

    | Name | No. of Shares or Units of Stock That Have not Vested | | Holly Keller Koeppel | 3,360 | | Patrick A. Kriegshauser | 3,360 | | Richard A. Navarre | 4,580 | | Valli Perera | 3,360 | | Joseph P. Platt | 3,360 |

  37. Director Compensation Table - 2025

    (7) Amounts in this column reflect cash amounts paid to the directors in connection with the merger. The amounts paid to Mr. Mills, Ms. Pan, Ms. Perera and Mr. Platt (the legacy CONSOL directors) were for services related to the closing of the merger. The amounts paid to Ms. Koeppel, Mr. Kriegshauser and Mr. Navarre (the legacy Arch directors) were reimbursement for tax liability resulting from settlement of RSU awards upon closing of the merger as compared to the legacy Arch employees who net settled their RSU awards to cover taxes incurred on the day of the merger closing.

  38. February 2025: Core Compensation Committee Appoints Mercer as Independent Compensation Consultant and Adopts a New Compensation Philosophy

    February 2025: Core Compensation Committee Appoints Mercer as Independent Compensation Consultant and Adopts a New Compensation Philosophy The initial decisions by the Compensation Committee in February 2025 were the appointment of Mercer as the committee’s independent compensation consultant and the adoption of a new compensation philosophy for Core that, in the aggregate, targets an executive’s total compensation at market competitive levels to attract and retain key talent necessary for us to compete, promote a pay-for-performance culture, incentivize our NEOs to achieve desired financial and operating results, and create a balanced compensation program that aligns risk-taking with the sustainability and both the short-term and long-term financial health of our Company. The new compensation philosophy is founded on the following guiding principles: •An executive’s total compensation is targeted at market competitive levels; •Base pay should target the 50th percentile of the market, providing a regular source of income at market-based competitive levels; •Short-term incentives should be targeted at the 50th percentile of the market, with performance goals that focus NEOs on achieving key annual financial, production, and operating goals and objectives based on budgeted expectations for the year; and •Long-term incentives should be targeted at the 50th percentile of the market and be comprised of grants of time-based restricted stock units and performance based restricted stock units, which will vest to the extent that specified long-term financial and shareholder return performance objectives are met. Our compensation philosophy also reflects our commitment to enhancing management retention and leadership stability in a highly competitive market by subjecting a significant portion of total compensation to multi-year vesting or performance conditions, as described beginning on page 40 relating to our long-term compensation programs.

  39. February 2025 – Core’s Compensation Committee Approves a New Peer Group for Core

    February 2025 – Core’s Compensation Committee Approves a New Peer Group for Core As part of the Compensation Committee’s approval of the new compensation program for Core in February 2025, a key decision was to establish a new peer group that is appropriate for Core. The Compensation Committee, in consultation with its independent compensation consultant, reviewed the compensation peer groups of legacy CONSOL and Arch to determine a combined peer group that would ensure continued validity for executive compensation purposes post-merger. The Compensation Committee also took into consideration the broader marketplace to identify appropriate additions from relevant and adjacent industries, based on the following criteria: •Publicly traded companies with revenues equal to 0.5 times to four times the revenues of Core. •Potential competitors for business, talent and investment. •A mix of relevant and/or adjacent industries/sectors given Core’s operating model characteristics. As a result of this review and in consideration of the characteristics of the combined company following the merger, the following changes were made to the executive compensation peer groups of both companies for 2025, aligning Core around the 50th percentile for the key financial metrics of revenue, EBITDA, market capitalization and enterprise value:

  40. February 2025 – Core’s Compensation Committee Approves a New Peer Group for Core

    | Additions: | Removals: | | ✓ Commercial Metals Company | XCompass Minerals International, Inc. | | ✓ CVR Energy, Inc. | XDenbury Inc. | | ✓ Martin Marietta Materials, Inc. | XHallador Energy Company | | ✓ Ryerson Holding Corporation | XLouisiana-Pacific Corporation | | ✓ Vulcan Materials Company | XNACCO Industries, Inc. | | | XNatural Resources Partners L.P. | | | XRadius Recycling, Inc. | | | XSummit Materials, Inc. | | | XSunCoke Energy, Inc. |

  41. February 2025 – Core’s Compensation Committee Approves a New Peer Group for Core

    With these changes, the peer group for the purposes of setting 2025 executive compensation levels was as follows:

  42. February 2025 – Core’s Compensation Committee Approves a New Peer Group for Core

    | Alliance Resource Partners, L.P. | Expand Energy Corporation | | Alpha Metallurgical Resources, Inc. | Martin Marietta Materials, Inc. | | ATI Inc. | Peabody Energy Corporation | | Carpenter Technology Corporation | Ramaco Resources, Inc. | | Cleveland-Cliffs Inc. | Ryerson Holding Corporation | | Commercial Metals Company | Vulcan Materials Company | | CVR Energy, Inc. | Warrior Met Coal, Inc. | | Diamondback Energy, Inc. | Worthington Steel, Inc. |

  43. February 2025 – Core’s Compensation Committee Designs and Adopts a New Compensation Program

    February 2025 – Core’s Compensation Committee Designs and Adopts a New Compensation Program In February 2025, the new Compensation Committee engaged in important decisions and considerations with respect to the design and approval of a new executive compensation program for the newly combined company in consultation with Mercer after reviewing the legacy compensation programs of both CONSOL and Arch, as well as relevant market data, to develop a new compensation program that is competitively designed to attract and retain high quality executives. The Compensation Committee also took into account that the merger agreement accelerated the vesting of all pre-merger equity awards for legacy CONSOL and Arch executives and the related impact that the acceleration of these awards had and could have on Core’s ability to retain and incentivize its executives following the merger. This section highlights key aspects of our 2025 compensation considerations and decisions made by the Compensation Committee based on these factors and after consultation with its independent compensation consultant: •The Compensation Committee incorporated performance measures for the long-term incentive plan based on ICP Free Cash Flow (see definition and reconciliation to the comparable GAAP measure under Appendix A), Core Innovations LLC (“Core Innovations”) revenue growth, relative Total Shareholder Return (“TSR”) as compared to both the Compensation Peer Group and Coal Peer Group, and an absolute TSR modifier in the 2025 Long-Term Incentive Compensation (“LTIC”) that align our NEO interests with those of stockholders. •The Compensation Committee incorporated performance measures for the STIC based on new financial and operational priorities and the historical designs for both CONSOL and Arch legacy incentive programs. •The Compensation Committee increased base salaries and annual bonus opportunities for certain of our NEOs in light of market data and with a view toward internal pay equity and NEO retention. •The Compensation Committee granted one-time start-up grants to our NEOs in the form of time-based RSUs and PSUs in consideration of the significant work in connection with the closing of the merger, to promote retention of key executives, to encourage an ownership mentality which further aligns the executives’ interests with stockholders and to incentivize the achievement of sustainable annualized synergy optimizations across multiple areas over a two-year performance period in connection with the merger.

  44. 2025 Short-Term Incentive Compensation (STIC)

    2025 Short-Term Incentive Compensation (STIC) The STIC is an annual incentive bonus program designed to align our executive officers’ goals with our performance targets for the current year, with a strong focus on financial and operational objectives, and to encourage meaningful contributions to our future financial performance. Under the STIC, target bonus amounts, expressed as a percentage of base salary, are established for participants at the beginning of each year. Funding of the STIC bonus payout amounts is determined based on attainment of predetermined financial performance measures (weighted at 80%) along with an assessment of each participant’s individual performance, including ESG objectives (weighted at 20%).

  45. Bonus Targets

    Bonus Targets Bonus targets are established based on job responsibilities and comparable market data. For the 2025 STIC award with a performance period beginning January 1, 2025 and ending December 31, 2025, our Compensation Committee established the following bonus targets.

  46. Bonus Targets

    | Name | 2025 Target Bonus Opportunity | | Mr. Brock | 250% of base salary | | Mr. Thakkar | 125% of base salary | | Ms. Klein | 80% of base salary | | Mr. Schuller | 100% of base salary | | Mr. Slone | 80% of base salary | | Mr. Lang | 125% of base salary |

  47. Company-Wide Performance Measures

    Company-Wide Performance Measures The Company-wide portion of the 2025 STIC awards was based 50% on Adjusted EBITDA*; 15% on Cash Cost of Coal Sold per Ton* – Metallurgical Segment; and 15% on Cash Cost of Coal Sold per Ton* – High CV Thermal Segment. The Compensation Committee believes achievement of these performance measures will drive our business and, in turn, lead to increased stockholder value.

  48. Company-Wide Performance Measures

    | Performance Measure | What it Measures | What it Does | | Adjusted EBITDA* (weighted at 50%) | Adjusted EBITDA* is a key business indicator used by management to evaluate overall performance. | ✓ Rewards our NEOs based on our annual financial results. | | Cash Cost of Coal Sold per Ton - Metallurgical Segment* (weighted at 15%) | Cash Cost of Coal Sold for the Metallurgical segment includes items such as direct operating costs, royalty and production taxes 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. Cash Cost of Coal Sold per Ton is defined as cash cost of coal sold divided by tons sold. | ✓ Focuses executives on driving volume production while also managing production-oriented expenditures | | Cash Cost of Coal Sold per Ton - High CV Thermal Segment* (weighted at 15%) | Cash Cost of Coal Sold for the High CV Thermal segment includes items such as direct operating costs, royalty and production taxes 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. Cash Cost of Coal Sold per Ton is defined as cash cost of coal sold divided by tons sold. | ✓ Focuses executives on driving volume production while also managing production-oriented expenditures |

  49. Company-Wide Performance Measures

    The Compensation Committee reviewed and certified achievement of these annual Company-wide performance measures based on threshold, target and maximum payouts, as follows:

  50. Company-Wide Performance Measures

    | Performance Measure | Weight | Annual Threshold (50%) | Annual Target (100%) | Annual Maximum (200%) | 2025 Performance | Annual Actual Payout Score | | Adjusted EBITDA* | 50% | $587,840,000 | $734,800,000 | $881,760,000 | $587,840,000(1) | 25.00% | | Cash Cost of Coal Sold per Ton - Metallurgical Segment* | 15% | $102.86 | $97.96 | $93.06 | $96.13 | 20.60% | | Cash Cost of Coal Sold per Ton - High CV Thermal Segment* | 15% | $41.00 | $39.05 | $37.10 | $40.99 | 7.55% |

  51. Company-Wide Performance Measures

    (1) In January 2026, the Compensation Committee evaluated the Company’s actual performance against the 2025 STIC pre-established annual performance goals. When evaluating performance, the Board determined that it was appropriate to add $75,774,000 to our Adjusted EBITDA* results of $512,066,000 under the 2025 STIC to capture the impact of the expected, but not yet received, insurance proceeds related to the fire at the Leer South Mine. Following this adjustment, the Board determined that we achieved 53.15% of target performance with respect to the annual Company-wide performance goals. Final STIC award payouts were also subject to modification influenced by each NEO’s contribution based on his or her individual performance score (weighted at 20% with a maximum opportunity of 40%) as determined by our CEO (or for our CEO, the Compensation Committee) and approved by our Compensation Committee. NEOs were recognized individually for their overall contributions and for the successful integration of CONSOL and Arch organizational activities and the capturing of synergy expense reductions.

  52. 2025 STIC Payouts

    2025 STIC Payouts To emphasize retention of employees, including our NEO’s, the Compensation Committee approved interim quarterly STIC payouts to employees during 2025 based on the Compensation Committee review of our performance against the STIC financial performance goals. Following the end of the fiscal year, the Compensation Committee reviewed and certified achievement against annual financial performance goals and determined individual performance results for all NEOs serving at that time. After determining the annual payout amount based on both financial and individual performance, the Compensation Committee approved the payment of any additional amounts owed under the STIC in excess of amounts already received in previous quarters. After determining the achievement levels of the Company-wide performance measures and applying the individual performance percentage to each NEO, the Compensation Committee approved the following total STIC payments to our NEOs for the 2025 fiscal year.

  53. 2025 STIC Payouts

    | Name | Company-Wide Performance Measures Achievement | Individual Performance Achievement | Aggregate Achievement | 2025 STIC Target Aggregate Payout Opportunity | 2025 STIC Aggregate Award Payout | | Mr. Brock | 53.15% | 32.00% | 85.15% | $2,500,000 | $2,128,750 | | Mr. Thakkar | 53.15% | 30.00% | 83.15% | $843,750 | $701,578 | | Ms. Klein | 53.15% | 25.00% | 78.15% | $408,000 | $318,852 | | Mr. Schuller | 53.15% | 26.00% | 79.15% | $635,000 | $502,603 | | Mr. Slone | 53.15% | 28.00% | 81.15% | $400,000 | $324,600 | | Mr. Lang | 53.15% | —% | —% | $1,250,000 | $509,231 |

  54. Long-Term Incentive Compensation Program (LTIC)

    Long-Term Incentive Compensation Program (LTIC) Our LTIC program aligns our NEOs’ interests with those of our stockholders by providing the opportunity to earn incentive compensation based on our Company’s long-term success. The Compensation Committee believes that a mix between time-based awards and performance-based awards provides an appropriate balance between incentivizing our executives to continue their employment, which provides greater stability, and ensuring they are focused on long-term financial performance, which directly generates stockholder value. In 2025, in connection with our new program design, the Compensation Committee determined to adjust the allocation of RSUs and PSUs for NEOs from the allocations previously utilized at both legacy CONSOL and Arch, to 45% RSUs (from 55%) and 55% PSUs (from 45%) to better align with market practice and highlight the Company’s emphasis on performance-based compensation.

  55. 2025 LTIC Award Design

    2025 LTIC Award Design The 2025 LTIC included two types of grants to our NEOs: stock-settled, time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs), granted as follows: The table below shows the amount of time-based RSUs and PSUs our Compensation Committee awarded our NEOs in 2025.

  56. 2025 LTIC Award Design

    | Name | Target Award as a Percentage of Salary | Time-Based RSUs (#) | PSUs (#) | | Mr. Brock | 400% | 20,100 | 24,570 | | Mr. Thakkar | 250% | 8,480 | 10,370 | | Ms. Klein | 200% | 5,130 | 6,270 | | Mr. Schuller | 235% | 7,500 | 9,170 | | Mr. Slone | 200% | 5,030 | 6,150 | | Mr. Lang | 400% | 20,100 | 24,570 |

  57. Time-Based RSUs

    Time-Based RSUs The time-based RSUs granted in 2025 generally vest in three equal installments on February 18 in each of 2026, 2027 and 2028, generally subject to an executive’s continuous employment through the applicable vesting date. The Compensation Committee believes these time-based RSUs provide an important role in promoting retention of our executive officers.

  58. PSUs

    PSUs The PSUs vest and settle in Company common stock at the end of the three-year performance period, generally subject to the executive’s continuous employment through the applicable vesting date and the Company’s achievement of pre-established performance goals. For purposes of the 2025 LTIC, the Compensation Committee, approved performance measures of relative TSR metrics as compared to the Compensation Peer Group and the Coal Peer Group (defined below) with a weighting of 22.5% each, ICP Free Cash Flow* with a weighting of 45% and Core Innovations revenue growth with a weighting of 10%. After determining performance based on the goals outlined above, if the Company’s absolute TSR is negative for the full performance period, the total payout under the LTIC will be capped at target.

  59. PSUs

    | Performance Measure | What it Measures | What it Does | | Relative TSR – Compensation Peer Group (weighted at 22.5%) | Measures Core’s total shareholder return relative to its Compensation Peer Group of companies over the performance period | ✓ Ties compensation outcomes to our performance relative to our Compensation Peer Group | | Relative TSR – Coal Peer Group (weighted at 22.5%) | Measures Core’s total shareholder return relative to its Coal Peer Group (consisting of Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Peabody Energy Corporation, Ramaco Resources, Inc. and Warrior Met Coal, Inc.) over the performance period | ✓ Ties compensation outcomes to our performance relative to our Coal Peer Group | | ICP Free Cash Flow* (weighted at 45%) | Adjusted EBITDA*; less capital expenditures; less interest expense; plus proceeds from asset sales; less the financial impact of asset sales | ✓ Rewards executives for the overall financial performance of the Company | | Core Innovations – Revenue Growth (weighted at 10%) | Actual year over year revenue growth of Core Innovations | ✓ Incentivizes the development of new uses and products for our coal in carbon material intensive initiatives | | Absolute TSR Modifier | Measures Core’s total shareholder return over the performance period | ✓ Aligns executive’s interests with those of our stockholders by capping compensation opportunities when total shareholder return is negative |

  60. PSUs

    The table below summarizes the performance goals and potential payouts:

  61. PSUs

    | Performance Measure | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | | Relative TSR – Compensation Peer Group | 22.5% | 25th Percentile | 50th Percentile | 75th Percentile | | Relative TSR – Coal Peer Group | 22.5% | Rank of 4th out of 6 companies | Rank 3rd out of 6 companies | Rank of 1st or 2nd out of 6 companies | | ICP Free Cash Flow* (3-Year Cumulative) | 45% | $1,298,320,000 | $1,622,900,000 | $1,947,480,000 | | Core Innovations Revenue Growth | 10% | $20,225,160 | $23,209,200 | $26,193,240 |

  62. PSUs

    For the relative TSR measures, the PSUs will be eligible to vest based on the Company’s TSR over the performance period beginning January 14, 2025 and ending December 31, 2027 compared to the Company’s Compensation Peer Group or Coal Peer Group, as applicable, described above. The TSR calculation will be based on a “point-to-point” approach using the 31 calendar-day average of the closing price per share of the Company’s common stock or a member of the peer group, as applicable, at the beginning and end of the performance period, with the value of dividends paid during the performance period included. If a peer company declares bankruptcy or is delisted during the performance period, the calculation for that company is considered -100%. In the instance of a merger or acquisition of a peer company during the performance period, the company would be removed from the peer group. There is no payout for performance that does not meet the threshold level and there is no payout in excess of the maximum performance level.

  63. One-Time Start-Up Grants

    One-Time Start-Up Grants In February 2025, the Compensation Committee, upon consultation with its independent compensation consultant, approved a one-time start-up grant for the NEOs in consideration of the significant work in connection with the closing of the merger to promote retention of the key executives, to encourage an ownership mentality which further aligns the executives’ interests with stockholders and to incentivize the achievement of sustainable annualized synergy optimizations across multiple areas over a two-year performance period in connection with the merger. The one-time award consists of 45% RSUs (“SRSUs”), which vest in equal installments on February 18, 2026 and February 18, 2027, and 55% PSUs (“SPSUs”), which can vest based upon the achievement of sustainable annualized synergy optimizations across multiple areas over a two-year performance period from January 14, 2025 to December 31, 2026, and settle on February 18, 2027. The table below summarizes the targets and potential payouts for the SPSU awards.

  64. One-Time Start-Up Grants

    The treatment of Mr. Lang’s outstanding RSUs, SRSUs, PSUs and SPSUs in connection with his termination is described more fully on page 60.

  65. Merger-Related Vesting of Equity Awards

    Merger-Related Vesting of Equity Awards At the effective time of the merger in January 2025, (i) each outstanding RSU award granted to legacy CONSOL and Arch employees, (ii) each outstanding PSU award granted to legacy CONSOL and Arch employees vested based on the greater of actual performance or target performance, and (iii) the legacy CONSOL common stock (for legacy CONSOL employees) or legacy Arch common stock (for legacy Arch employees) in respect of such RSUs and PSUs was cancelled and converted into Company common stock in accordance with the terms of the merger agreement.

  66. Severance and Change in Control Benefits for NEOs

    Severance and Change in Control Benefits for NEOs As of December 31, 2025, our NEOs were covered by legacy change in control agreements from CONSOL and Arch, except Mr. Brock who is a party to an employment agreement with the Company. In February 2026, we entered into new change in control agreements with our NEOs. See "Agreements in Place During 2025 (Change in Control and Non-CIC Severance)" and "2026 Severance Agreements" below for a description of these arrangements. See the section below entitled "Departure of Mr. Lang" on page 60 for information on the severance payments and benefits provided to Mr. Lang in connection with his termination of employment during 2025.

  67. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards Our general practice is to not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee uses its business judgment to determine the size of our equity awards and would consider any material nonpublic information that is known to the Compensation Committee before granting an award. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted awards on a predetermined annual schedule.

  68. Summary Compensation Table

    Summary Compensation Table The following table discloses the compensation for our NEOs in 2025 including Paul A. Lang, our former CEO, who separated from service with the Company on October 6, 2025.

  69. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Compensation(3) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | | Total | | James A. Brock Chief Executive Officer and Chair(6) | 2025 | $1,000,000 | $— | $15,922,176 | $ | 2,128,750 | $121,035 | $ | 273,352 | $19,445,313 | | | 2024 | $1,000,000 | $— | $3,000,000 | $ | 8,845,066 | $68,804 | $ | 177,437 | $13,091,307 | | | 2023 | $1,000,000 | $1,000,000 | $3,000,000 | $ | 8,012,309 | $147,121 | $ | 35,235 | $13,194,665 | | Mitesh B. Thakkar President and Chief Financial Officer | 2025 | $675,000 | $— | $6,165,961 | $ | 701,578 | $29,690 | $ | 106,395 | $7,678,624 | | | 2024 | $649,038 | $— | $1,218,750 | $ | 2,241,365 | $76,975 | $ | 82,367 | $4,268,495 | | | 2023 | $595,577 | $— | $900,000 | $ | 1,817,342 | $67,940 | $ | 44,430 | $3,425,289 | | Rosemary L. Klein Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025 | $510,000 | $— | $3,329,867 | $ | 318,852 | $— | $ | 590,820 | $4,749,539 | | George J. Schuller, Jr. Senior Vice President and Chief Operating Officer | 2025 | $635,000 | $— | $3,698,269 | $ | 502,603 | $— | $ | 236,386 | $5,072,258 | | Deck S. Slone Senior Vice President, Chief External and Government Affairs Officer | 2025 | $500,000 | $— | $3,268,852 | $ | 324,600 | $— | $ | 571,814 | $4,665,266 | | Paul A. Lang Former Chief Executive Officer | 2025 | $780,769 | $— | $11,677,388 | $ | 509,231 | $— | $ | 14,279,594 | $27,246,982 |

  70. Summary Compensation Table

    (1)The amounts in this column represent base salaries before compensation reduction under any Company qualified retirement and/or 401(k) savings plan in effect during 2025. In addition, these salary amounts are not annualized but represent the amounts actually earned and paid to each NEO for service during 2025. Messrs. Lang, Schuller and Slone, and Ms. Klein commenced employment with the Company upon the closing of the merger on January 14, 2025. On October 6, 2025, Mr. Lang separated from service from the Company and Mr. Brock assumed the role of Chief Executive Officer and Chair. (2)The 2025 amounts shown in this column represent the aggregate grant date fair value of the following awards granted in 2025: the RSU awards, the SRSU awards, the PSU awards and the SPSU awards computed in accordance with FASB ASC Topic 718. The 2025 amounts in this column also represent the incremental fair value, computed as of the merger date in accordance with FASB ASC Topic 718, of legacy CONSOL and Arch equity awards whose vesting was accelerated in connection with the merger, which values were as follows: Mr. Brock - $8,690,224; Mr. Thakkar - $3,114,181; Ms. Klein - $1,484,241; Mr. Schuller - $999,433; Mr. Slone - $1,458,835; - and Mr. Lang - $4,445,436. The assumptions used in determining the grant date fair value of the stock awards are set forth in Notes 1 and 18 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The fair value per share is equal to the closing price of our common stock on the NYSE on the date of the grant. For 2025, the following are the values of the PSU awards as of the grant date assuming attainment of the maximum performance level: Mr. Brock - $4,282,060; Mr. Thakkar - $1,807,284; Ms. Klein - $1,092,736; Mr. Schuller - $1,598,148; Mr. Slone - $1,071,822; and Mr. Lang - $4,282,060. For 2025 the following are the values of the SPSU awards as of the grant date assuming attainment of the maximum performance level: Mr. Brock - $3,862,404; Mr. Thakkar - $1,630,164; Ms. Klein - $985,644; Mr. Schuller - $1,441,524; Mr. Slone - $966,780; and Mr. Lang - $3,862,404. (3)The 2025 amounts shown in this column represent cash payments made to the NEOs under the 2025 STIC. See the discussion beginning on page 39 the “Compensation Discussion and Analysis” section for additional information regarding the 2025 plan design, 2025 performance and payouts authorized under the 2025 STIC. (4)Amounts in this column reflect the actuarial increase in the present value of each NEO’s benefit under the Employee Retirement Plan, Restoration Plan, SERP, and New Restoration Plan between December 31, 2024 and December 31, 2025. These amounts were determined using the interest rate and mortality assumptions set forth in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts represent accounting values and were not realized by our NEOs during 2025. (5)The amounts shown in this column for 2025 are derived as follows:

  71. Summary Compensation Table

    | Category | BROCK | | THAKKAR | | KLEIN | | SCHULLER | | SLONE | | LANG(b) | | | Company 401(k) Plan Matching Contributions(a) | $ | 21,000 | $ | 21,000 | $ | 21,000 | $ | 21,000 | $ | 21,000 | $ | 21,000 | | Vehicle Allowance or Company Car | $ | 13,000 | $ | 13,000 | $ | 12,000 | $ | 13,000 | $ | 12,000 | $ | 9,500 | | Executive Health Physical | $ | 2,270 | $ | 1,654 | $ | — | $ | — | $ | — | $ | — | | Business and Country Club Dues | $ | 16,250 | $ | — | $ | — | $ | — | $ | — | $ | — | | Financial Planning | $ | — | $ | 15,680 | $ | 15,000 | $ | 7,303 | $ | 10,912 | $ | — | | Relocation Payment | $ | — | $ | — | $ | 60,230 | $ | 170,279 | $ | 57,947 | $ | 200,765 | | Dividend Equivalents on Vested Stock | $ | 219,854 | $ | 54,083 | $ | 482,030 | $ | 24,124 | $ | 469,355 | $ | 1,381,649 | | Phone Stipend | $ | 978 | $ | 978 | $ | 560 | $ | 680 | $ | 600 | $ | 480 | | Vacation and Holiday Float Payout | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 88,461 | | Separation Payment and Consulting Agreement | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 12,577,739 |

  72. Summary Compensation Table

    (a)Annual employer contribution to the Company’s 401(k) Plan. (b)For Mr. Lang, this includes amounts paid in connection with his termination pursuant to his Separation Agreement, including Mr. Lang’s compensation for his consulting services. See “Potential Payments Upon Termination or Change in Control Tables” for additional information. (6)Mr. Brock served as the Chief Executive Officer of the Company through the closing of the merger on January 14, 2025, at which time, he assumed the role of Executive Chair. In connection with Mr. Lang’s separation from service with the Company, Mr. Brock was appointed to serve as Chief Executive Officer of the Company in addition to his role as Chair of the Board.

  73. Grants of Plan-Based Awards – 2025

    Grants of Plan-Based Awards – 2025 The following table sets forth each grant made to an NEO in the 2025 fiscal year under plans established by the Company.

  74. Grants of Plan-Based Awards – 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock(6) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James A. Brock | STIC(1) | - | - | 1,250,000 | 2,500,000 | 5,000,000 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 20,100 | $1,579,860 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 12,285 | 24,570 | 49,140 | | $2,141,030 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 20,100 | $1,579,860 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 12,285 | 24,750 | 49,140 | | $1,931,202 | | Mitesh B. Thakkar | STIC(1) | - | - | 421,875 | 843,750 | 1,687,500 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 8,480 | $666,528 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 5,185 | 10,370 | 20,740 | | $903,642 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 8,480 | $666,528 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 5,185 | 10,370 | 20,740 | | $815,082 | | Rosemary L. Klein | STIC(1) | - | - | 204,000 | 408,000 | 816,000 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 5,130 | $403,218 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 3,135 | 6,270 | 12,540 | | $546,368 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 5,130 | $403,218 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 3,135 | 6,270 | 12,540 | | $492,822 | | George J. Schuller, Jr. | STIC(1) | - | - | 317,500 | 635,000 | 1,270,000 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 7,500 | $589,500 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 4,585 | 9,170 | 18,340 | | $799,074 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 7,500 | $589,500 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 4,585 | 9,170 | 18,340 | | $720,762 | | Deck S. Slone | STIC(1) | - | - | 200,000 | 400,000 | 800,000 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 5,030 | $395,358 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 3,075 | 6,150 | 12,300 | | $535,911 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 5,030 | $395,358 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 3,075 | 6,150 | 12,300 | | $483,390 | | Paul A. Lang | STIC(1) | - | - | 625,000 | 1,250,000 | 2,500,000 | | | | | | | | RSU(2) | 2/18/25 | 2/17/25 | | | | | | | 20,100 | $1,579,860 | | | PSU(3) | 2/18/25 | 2/17/25 | | | | 12,285 | 24,570 | 49,140 | | $2,141,030 | | | SRSU(4) | 2/18/25 | 2/17/25 | | | | | | | 20,100 | $1,579,860 | | | SPSU(5) | 2/18/25 | 2/17/25 | | | | 12,285 | 24,570 | 49,140 | | $1,931,202 |

  75. Grants of Plan-Based Awards – 2025

    (1)These awards were made pursuant to the 2025 STIC program, which is described in “Compensation Discussion and Analysis” beginning on page 39. (2)These awards were made pursuant to the 2025 LTIC program, which is described in “Compensation Discussion and Analysis” beginning on page 40. The numbers above reflect the time-based RSUs, which vest in equal installments on February 18, 2026, 2027 and 2028, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. (3)These awards were made pursuant to the 2025 LTIC program, which is described in “Compensation Discussion and Analysis” beginning on page 40. The numbers above reflect the threshold (50%), the target (100%) and the maximum (200%) performance levels for the PSUs, which settle in stock on February 18, 2028 based on performance over the period beginning January 14, 2025 and ending December 31, 2027, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. (4)These awards represent the one-time start-up restricted stock award, which is described in “Compensation Discussion and Analysis” beginning on page 38. The numbers above reflect the time-based SRSUs, which vest in equal installments on February 18, 2026 and 2027, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. (5)These awards represent the one-time start-up PSU award, which is described in “Compensation Discussion and Analysis” beginning on page 38. The numbers above reflect the threshold (50%), the target (100%) and the maximum (200%) performance levels for the SPSUs, which settle in stock on February 18, 2027 based on performance over the period beginning January 14, 2025 and ending December 31, 2026, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. (6)The values set forth in this column reflect awards of RSUs for each of our NEOs and are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The values set forth in this table may not correspond to the actual values that ultimately will be realized by the NEOs upon vesting and settlement.

  76. Outstanding Equity Awards at Fiscal Year-End – 2025

    Outstanding Equity Awards at Fiscal Year-End – 2025 The following table sets forth unvested RSU and PSU awards that have been awarded to our NEOs by the Company and were outstanding as of December 31, 2025. Mr. Lang is not included in this table because there are no outstanding awards following his separation.

  77. Outstanding Equity Awards at Fiscal Year-End – 2025

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#) | ($)(1) | (#) | ($)(1) | | James A. Brock | 40,200(2) | $3,558,102 | 49,140 (3) | $4,349,381 | | Mitesh B. Thakkar | 16,960(2) | $1,501,130 | 20,740 (3) | $1,835,697 | | Rosemary L. Klein | 10,260(2) | $908,113 | 12,540 (3) | $1,109,915 | | George J. Schuller, Jr. | 15,000(2) | $1,327,650 | 18,340 (3) | $1,623,273 | | Deck S. Slone | 10,060(2) | $890,411 | 12,300 (3) | $1,088,673 |

  78. Outstanding Equity Awards at Fiscal Year-End – 2025

    (1)The market value for RSUs and PSUs was determined by multiplying the closing market price for Company common stock on December 31, 2025 ($88.51) by the number of shares underlying the RSU / PSU awards at target. (2)The amounts shown represent the total number of RSUs granted on February 18, 2025 and SRSUs granted on February 18, 2025 that are equally weighted and vest in three and two equal, annual installments (subject to rounding) beginning on the first anniversary of the grant date, respectively, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. (3)The amounts shown represent the total number of target PSUs and target SPSUs that are equally weighted and unvested as of December 31, 2025. The performance period for the PSUs granted in 2025 is January 14, 2025 through December 31, 2027. The performance period for the SPSUs granted in 2025 is January 14, 2025 through December 31, 2026. The 2025 PSUs vest at the end of the performance period, subject to the achievement of pre-established performance metrics relating to the relative TSR of the Company, ICP Free Cash Flow*, and Core Innovations Revenue Growth, and settle on February 18, 2028, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57. The 2025 SPSUs vest following the completion of the two-year performance period subject to the achievement of a pre-established performance metric relating to the achievement of sustainable annualized synergy optimization, and settle on February 18, 2027, subject to accelerated or continued vesting in certain termination scenarios, as described in “Understanding Our Change in Control and Employment Termination Tables and Information” beginning on page 57.

  79. Stock Vested Table – 2025

    Stock Vested Table – 2025 The following table sets forth information concerning any vesting of RSUs and PSUs during fiscal year 2025.

  80. Stock Vested Table – 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James A. Brock | 50,648 | $9,536,199 | | Mitesh B. Thakkar | 16,232 | $2,941,359 | | Rosemary L. Klein | 13,721 | $3,081,270 | | George J. Schuller, Jr. | 4,974 | $997,742 | | Deck S. Slone | 13,351 | $2,992,417 | | Paul A. Lang | 38,639 | $9,056,666 |

  81. Stock Vested Table – 2025

    (1)As described in “Merger-Related Vesting of Equity Awards” beginning on page 43, on January 14, 2025, certain RSUs and PSUs of legacy CONSOL and Arch vested and were converted into shares of Company common stock pursuant to the terms of the merger agreement. The amounts disclosed above reflect the number of shares relating to the gross number of RSUs and PSUs that vested on January 14, 2025, multiplied by the closing price of the Company’s common stock on such date, prior to the withholding of any shares to satisfy taxes for each of the NEOs affected. For Mr. Lang, values also include the vesting of his outstanding RSUs, SRSUs, PSUs and SPSUs, granted in 2025 pursuant to his Separation Agreement, as described more fully on page 60. The RSUs and SRSUs settled in stock and the PSUs and SPSUs settled in cash.

  82. Pension Benefits Table – 2025

    Pension Benefits Table – 2025 The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including tax-qualified defined benefit plans and non-qualified defined benefit plans (which we refer to as the Restoration Plan, the SERP, and the New Restoration Plan), but excluding nonqualified defined contribution plans.

  83. Pension Benefits Table – 2025

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | | Payments During Last Fiscal Year ($) | | | James A. Brock | Employee Retirement Plan | 34 | $ | 1,160,169 | $ | — | | | Retirement Restoration Plan | 25 | $ | 147,456 | $ | — | | | Supplemental Retirement Plan | 20 | $ | 1,413,034 | $ | — | | | New Restoration Plan | 13 | $ | 1,501,659 | $ | — | | Mitesh B. Thakkar | Employee Retirement Plan | 0 | $ | — | $ | — | | | Retirement Restoration Plan | 0 | $ | — | $ | — | | | Supplemental Retirement Plan | 0 | $ | — | $ | — | | | New Restoration Plan | 5 | $ | 249,970 | $ | — | | Rosemary L. Klein | Employee Retirement Plan | 0 | $ | — | $ | — | | | Retirement Restoration Plan | 0 | $ | — | $ | — | | | Supplemental Retirement Plan | 0 | $ | — | $ | — | | | New Restoration Plan | 0 | $ | — | $ | — | | George J. Schuller, Jr. | Employee Retirement Plan | 0 | $ | — | $ | — | | | Retirement Restoration Plan | 0 | $ | — | $ | — | | | Supplemental Retirement Plan | 0 | $ | — | $ | — | | | New Restoration Plan | 0 | $ | — | $ | — | | Deck S. Slone | Employee Retirement Plan | 0 | $ | — | $ | — | | | Retirement Restoration Plan | 0 | $ | — | $ | — | | | Supplemental Retirement Plan | 0 | $ | — | $ | — | | | New Restoration Plan | 0 | $ | — | $ | — | | Paul A. Lang | Employee Retirement Plan | 0 | $ | — | $ | — | | | Retirement Restoration Plan | 0 | $ | — | $ | — | | | Supplemental Retirement Plan | 0 | $ | — | $ | — | | | New Restoration Plan | 0 | $ | — | $ | — |

  84. Pension Benefits Table – 2025

    (1)The accumulated benefits included in this column were computed through December 31, 2025 using the assumptions stated in the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (Note 15).

  85. Understanding Our Pension Benefits Table

    Understanding Our Pension Benefits Table This section provides information regarding the Company’s retirement programs, which include the following plans that were either adopted or assumed in connection with the separation: •Employee Retirement Plan •Restoration Plan •SERP •New Restoration Plan

  86. Potential Payments Upon Termination or Change in Control Tables

    Potential Payments Upon Termination or Change in Control Tables Except as otherwise provided, the following narrative and tables set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including, without limitation, resignation, an incapacity retirement or an involuntary termination absent cause of one of our NEOs, or a change in control (“CIC”) of the Company as defined by applicable plans and agreements. For 2025, the NEOs’ legacy agreements with CONSOL or Arch remained in effect, resulting in different payments and benefits for our NEOs assuming a termination as of December 31, 2025. For each currently employed NEO, the payments and benefits detailed in the tables below are in addition to any payments under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis. The tables also (i) assume that employment termination and/or a CIC occurred on December 31, 2025; and (ii) are based only on agreements in place as of December 31, 2025. With respect to Mr. Lang, the narrative below reflects the amount of compensation received by him in connection with his separation from service with the Company on October 6, 2025. A description of the key elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or CIC are described in the section following these tables entitled “Understanding our Change in Control and Employment Termination Tables and Information.” The footnotes to the tables also describe the assumptions that were used in calculating the amounts described below.

  87. James A. Brock*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary(2) | $— | $— | $— | $— | $3,000,000 | | Short-Term Incentive(3) | $— | $2,500,000 | $2,500,000 | $2,500,000 | $2,500,000 | | Average Annual Bonus(4)) | $— | $— | $— | $— | $6,479,750 | | Non-CIC Severance | $— | $7,000,000 | $— | $— | $— | | Long-Term Incentive Compensation:(5) | | | | | | | RSUs: Unvested | $3,558,102 | $3,558,102 | $3,558,102 | $3,558,102 | $3,558,102 | | PSUs: Unvested | $4,349,381 | $4,349,381 | $4,349,381 | $4,349,381 | $4,349,381 | | Benefits and Perquisites: | | | | | | | Outplacement Service(6) | $— | $— | $— | $— | $25,000 | | Healthcare Continuation(7) | $— | $37,910 | $— | $— | $37,910 | | 401(k) Payment(8) | $— | $— | $— | $— | $63,000 | | Financial Counseling(9) | $— | $— | $— | $— | $— | | Supplemental Retirement Plan(10) | $— | $— | $— | $— | $173,566 | | Life Insurance(11) | $— | $— | $— | $— | $— | | TOTAL | $7,907,483 | $17,445,393 | $10,407,483 | $10,407,483 | $20,186,709 |

  88. Mitesh B. Thakkar*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary(2) | $— | $— | $— | $— | $1,687,500 | | Short-Term Incentive(3) | $— | $843,750 | $843,750 | $843,750 | $843,750 | | Average Annual Bonus(4)) | $— | $— | $— | $— | $1,904,148 | | Non-CIC Severance | $— | $675,000 | $— | $— | $— | | Long-Term Incentive Compensation:(5) | | | | | | | RSUs: Unvested | $441,311 | $441,311 | $1,501,130 | $1,501,130 | $1,501,130 | | PSUs: Unvested | $539,734 | $539,734 | $1,835,697 | $1,835,697 | $1,835,697 | | Benefits and Perquisites: | | | | | | | Outplacement Service(6) | $— | $— | $— | $— | $25,000 | | Healthcare Continuation(7) | $— | $47,922 | $— | $— | $47,922 | | 401(k) Payment(8) | $— | $— | $— | $— | $42,000 | | Financial Counseling(9) | $— | $— | $— | $— | $— | | Supplemental Retirement Plan(10) | $— | $— | $— | $— | $— | | Life Insurance(11) | $— | $— | $— | $— | $— | | TOTAL | $981,045 | $2,547,717 | $4,180,577 | $4,180,577 | $7,887,147 |

  89. Rosemary L. Klein*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary(2) | $— | $510,000 | | | $1,020,000 | | Short-Term Incentive(3) | $— | $408,000 | $408,000 | $408,000 | $408,000 | | Average Annual Bonus(4)) | $— | $318,852 | $— | $— | $637,704 | | Non-CIC Severance | $— | $— | $— | $— | $— | | Long-Term Incentive Compensation:(5) | | | | | | | RSUs: Unvested | $266,946 | $266,946 | $908,113 | $908,113 | $908,113 | | PSUs: Unvested | $326,248 | $326,248 | $1,109,915 | $1,109,915 | $1,109,915 | | Benefits and Perquisites: | | | | | | | Outplacement Service(6) | $— | $15,000 | $— | $— | $25,000 | | Healthcare Continuation(7) | $— | $19,502 | $— | $— | $29,253 | | 401(k) Payment(8) | $— | $21,000 | $— | $— | $42,000 | | Financial Counseling(9) | $— | $5,000 | $— | $— | $5,000 | | Supplemental Retirement Plan(10) | $— | $— | $— | $— | $— | | Life Insurance(11) | $— | $22,776 | $— | $— | $45,552 | | TOTAL | $593,194 | $1,913,324 | $2,426,028 | $2,426,028 | $4,230,537 |

  90. George J. Schuller, Jr.*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary(2) | $— | $635,000 | $— | $— | $1,270,000 | | Short-Term Incentive(3) | $— | $635,000 | $635,000 | $635,000 | $635,000 | | Average Annual Bonus(4)) | $— | $502,603 | $— | $— | $1,005,206 | | Non-CIC Severance | $— | $— | $— | $— | $— | | Long-Term Incentive Compensation:(5) | | | | | | | RSUs: Unvested | $390,329 | $390,329 | $1,327,650 | $1,327,650 | $1,327,650 | | PSUs: Unvested | $477,246 | $477,246 | $1,623,273 | $1,623,273 | $1,623,273 | | Benefits and Perquisites: | | | | | | | Outplacement Service(6) | $— | $15,000 | $— | $— | $25,000 | | Healthcare Continuation(7) | $— | $25,273 | $— | $— | $37,910 | | 401(k) Payment(8) | $— | $21,000 | $— | $— | $42,000 | | Financial Counseling(9) | $— | $5,000 | $— | $— | $5,000 | | Supplemental Retirement Plan(10) | $— | $— | $— | $— | $— | | Life Insurance(11) | $— | $37,560 | $— | $— | $75,120 | | TOTAL | $867,575 | $2,744,011 | $3,585,923 | $3,585,923 | $6,046,159 |

  91. Deck S. Slone

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary(2) | $— | $500,000 | $— | $— | $1,000,000 | | Short-Term Incentive(3) | $— | $400,000 | $400,000 | $400,000 | $400,000 | | Average Annual Bonus(4)) | $— | $324,600 | $— | $— | $649,200 | | Non-CIC Severance | $— | $— | $— | $— | $— | | Long-Term Incentive Compensation:(5) | | | | | | | RSUs: Unvested | $890,411 | $890,411 | $890,411 | $890,411 | $890,411 | | PSUs: Unvested | $1,088,673 | $1,088,673 | $1,088,673 | $1,088,673 | $1,088,673 | | Benefits and Perquisites: | | | | | | | Outplacement Service(6) | $— | $15,000 | $— | $— | $25,000 | | Healthcare Continuation(7) | $— | $19,119 | $— | $— | $28,678 | | 401(k) Payment(8) | $— | $21,000 | $— | $— | $42,000 | | Financial Counseling(9) | $— | $5,000 | $— | $— | $5,000 | | Supplemental Retirement Plan(10) | $— | $— | $— | $— | $— | | Life Insurance(11) | $— | $37,560 | $— | $— | $75,120 | | TOTAL | $1,979,084 | $3,301,362 | $2,379,084 | $2,379,084 | $4,204,082 |

  92. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K promulgated by the SEC under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, we determined the ratio of the annual total compensation of our Chief Executive Officer on December 31, 2025, Mr. Brock (instead of the combined totals for Mr. Brock and Mr. Lang), relative to the annual total compensation of our median employee. We identified our median employee by using 2025 W-2 wages for U.S. individuals who were employed by the Company and its affiliates on December 31, 2025, which included all of the Company’s employees. We determined total compensation for the median employee in the same manner as the “SEC Total” column shown for Mr. Brock in the Summary Compensation Table on page 46. Pay elements that were included to determine total annual compensation for the median employee were: •Base salary, including overtime, vacation and holiday pay; •Annual cash incentive; •Allowances; and •401(k) matching contribution. We determined that the 2025 annual total compensation of our median employee was $131,400 and Mr. Brock’s 2025 total compensation was $19,445,313. The ratio of Mr. Brock’s total compensation to the median employee’s total annual compensation is 148 to 1. The pay ratio determination is made solely with respect to “Total Compensation” without regard to hours worked or employee duties or responsibilities. Based upon data collected by Mercer, our independent compensation consultant, in 2025 the average ratio of the compensation of the Chief Executive Officer to median employee of 483 of the companies included in the S&P 500 Index was 175 to 1 and among 35 companies that have reported such ratio as of February 6, 2026 with respect to 2025 compensation, the average ratio of Chief Executive Officer to median employee compensation was 353 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with the pay ratio SEC rules based on our payroll and employment records and the methodology described above.

  93. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with Item 402(v) of Regulation S-K promulgated by the SEC under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, the following table shows the past five fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the “compensation actually paid” to our named executive officers (as determined under SEC rules), our total shareholder return (“TSR”), the TSR of our peer group disclosed in the Compensation Discussion and Analysis over the same period, our net income (loss), and our ICP free cash flow*.

  94. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning: (1) the compensation of our Principal Executive Officers (“PEOs”) (Mr. Brock – Executive Chairman and Chief Executive Officer and Mr. Lang – Former Chief Executive Officer) and the average compensation for our other Named Executive Officers (“Non-PEO NEOs”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group (“Performance Peer Group”), Net Income (Loss) and ICP Free Cash Flow* over such years, in each case determined in accordance with SEC rules:

  95. Pay Versus Performance Table

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for Mr. Brock ($) | Summary Compensation Table Total for Mr. Lang ($) | Compensation Actually Paid to Mr. Brock ($)(2) | Compensation Actually Paid to Mr. Lang ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($MMs) | ICP Free Cash Flow* ($MMs)(4) | | | | | | | | | Total Shareholder Return ($) | Performance Peer Group Total Shareholder Return ($)(3) | | | | 2025 | $19,445,313 | $27,246,982 | $10,369,881 | $20,448,380 | $5,541,422 | $3,764,824 | $1,325.96 | $1,308.80 | ($153) | $188 | | 2024 | $13,091,307 | $— | $13,651,298 | $— | $2,668,756 | $3,020,169 | $1,589.45 | $1,066.90 | $286 | $456 | | 2023 | $13,194,665 | $— | $20,455,474 | $— | $2,231,481 | $3,162,417 | $1,491.14 | $1,121.74 | $656 | $846 | | 2022 | $9,963,103 | $— | $33,755,260 | $— | $1,477,694 | $3,694,785 | $927.72 | $701.62 | $467 | $585 | | 2021 | $7,115,513 | $— | $20,081,272 | $— | $1,029,306 | $2,158,019 | $314.98 | $315.71 | $34 | $184 |

  96. Pay Versus Performance Table

    (1)The following individuals are our PEOs and other Named Executive Officers for each fiscal year:

  97. Pay Versus Performance Table

    | Year | PEO(s) | Non-PEO NEOs | | 2025 | James A. Brock and Paul A. Lang | Mitesh B. Thakkar, Rosemary L. Klein, George J. Schuller, Jr., and Deck S. Slone | | 2024 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka | | 2023 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka | | 2022 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka | | 2021 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka |

  98. Pay Versus Performance Table

    (2)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  99. Pay Versus Performance Table

    | | 2025 | | | | Adjustments | Mr. Brock | Mr. Lang | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | ($15,922,176) | ($11,677,388) | ($4,115,737) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $7,410,117 | $7,410,117 | $2,383,571 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $— | $— | $— | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ($442,338) | ($2,531,331) | ($37,009) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $— | $— | | Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date | $— | $— | $— | | Deduction for Change in the Actuarial Present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | ($121,035) | $— | ($7,423) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $— | $— | $— | | TOTAL ADJUSTMENTS | ($9,075,432) | ($6,798,602) | ($1,776,598) |

  100. Pay Versus Performance Table

    (3)TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The performance peer group consists of six companies that are comparable peers: Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc., and Warrior Met Coal, Inc. (4)Our Board reviews our ICP Free Cash Flow on a quarterly basis as a performance measure and in connection with awarding discretionary bonuses to our NEOs in 2025. We define ICP Free Cash Flow as Adjusted EBITDA, less capital expenditures and interest expense, plus proceeds of non-EBITDA producing asset sales, less the financial accounting impact of non-EBITDA producing asset sales. The GAAP measure most directly comparable to ICP free cash flow is net income (loss). This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  101. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  102. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2025:

  103. Pay Versus Performance Tabular List

    | ICP Free Cash Flow* | | Adjusted EBITDA* | | Cash Cost Per Ton (Metallurgical Segment)* | | Cash Cost Per Ton (High CV Thermal Segment)* | | Relative Total Shareholder Return |