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Core Natural Resources, Inc. 2025年度报告

2026-02-17 美股财报 LLLL
报告封面

FORM10-K For the fiscal year ended December 31, 2025 OR For the transition period from _______to _______Commission file number: 001-38147 Core Natural Resources, Inc. (Exact name of registrant as specified in its charter) 82-1954058 Delaware (I.R.S. Employer Identification No.) 275 Technology DriveSuite 101Canonsburg,PA15317-9565(724)416-8300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate value of common stock held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as ifthey may be affiliates of the registrant) was approximately $3,514,239,816 as of June 30, 2025, the last business day of the registrant’s most recently completedsecond fiscal quarter, based on the reported closing price of the common stock as reported on The New York Stock Exchange on such date. The number of shares outstanding of the registrant’s common stock as of January30, 2026 was 50,979,544 shares. DOCUMENTS INCORPORATED BY REFERENCE: Portions of Core Natural Resources, Inc.’s Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed within 120 days of the end of the registrant’sfiscal year are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III. TABLE OF CONTENTS ITEM 1.Business7ITEM 1A.Risk Factors34ITEM 1B.Unresolved Staff Comments57ITEM 1C.Cybersecurity57ITEM 2.Properties58ITEM 3.Legal Proceedings59ITEM 4.Mine Safety Disclosures59 PART III ITEM 10.Directors, Executive Officers and Corporate Governance133ITEM 11.Executive Compensation133ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters133ITEM 13.Certain Relationships and Related Transactions, and Director Independence133ITEM 14.Principal Accountant Fees and Services133 ITEM 15.Exhibits and Financial Statement Schedules134ITEM 16.Form 10-K Summary140SIGNATURES141 PART I Explanatory Note On January 14, 2025, CONSOL Energy Inc., a Delaware corporation, completed its previously announced all-stock merger ofequals transaction (the “Merger”) with Arch Resources, Inc., a Delaware corporation (“Arch”), pursuant to that certain Agreement andPlan of Merger, dated as of August 20, 2024 (the “Merger Agreement”), by and among CONSOL Energy Inc., Mountain RangeMerger Sub Inc., a Delaw