Core Natural Resources, Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 16:05

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's discussion and analysis includes a comparison of the year ended December 31, 2025 to the year ended December 31, 2024. A similar discussion and analysis that compares the year ended December 31, 2024 to the year ended December 31, 2023 may be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. All tons discussed are on a clean coal equivalent basis.
Recent Developments
Merger
On January 14, 2025, the Company completed the Merger with Arch. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch, with Arch continuing as the surviving corporation and as a wholly-owned subsidiary of the Company. See Note 2-Merger with Arch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information.
Prior to the completion of the Merger, the Company consisted of two reportable segments, the PAMC segment and the Core Marine Terminal segment. Following completion of the Merger, the Company adjusted its internal reporting structure, and the Company's chief operating decision maker ("CODM") changed the manner in which he measures financial performance and allocates resources. Thus, the Company reassessed its reporting segments, and the Company now consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the Powder River Basin ("PRB") segment; and (4) the Core Marine Terminal segment. Accordingly, the manner in which the Company reports its operations has been changed retrospectively, and all relevant prior period amounts have been recast to reflect this change.
Combustion-Related Activity at Leer South Mine
On January 13, 2025, a combustion-related activity was reported at the Leer South mine, located in Barbour County, West Virginia. The Company temporarily sealed the Leer South mine's active longwall panel in order to extinguish such activity. The Company resumed development work with continuous miners in February 2025, and Company personnel and regulatory officials re-entered the sealed area of the mine on June 10, 2025. Thereafter, ventilation to the full mine was re-established, hydraulic pressure along the longwall face was restored and an extensive evaluation of the mine's major equipment and infrastructure was conducted. As expected, the longwall suffered insignificant damage by the combustion event, and major components and systems remain in good condition. On June 26, 2025, the operating team found it necessary to evacuate the mine again and begin restoring pumpable seals to the affected area in the wake of an increase in carbon monoxide levels. In December 2025, the Company recovered the major longwall mining equipment, repositioned it and resumed longwall operations. Following the repositioning, the Company permanently sealed the affected area.
The Company incurred fire extinguishment and idle costs of $101 million at Leer South in 2025 for which it is pursuing recoveries under its relevant insurance policies. The Company's initial advancement of insurance proceeds was $19.4 million. The Company will continue to pursue all avenues for additional recoveries.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law by the President of the U.S. Several provisions included in the OBBBA are expected to benefit the Company, including language designating U.S.-produced metallurgical coal as a "critical material" under Internal Revenue Code Section 45X (Advanced Manufacturing Production Credit), through which the Company will be eligible for a 2.5% monetizable tax credit on production-related costs beginning in 2026 and sunsetting at the end of 2029. The Company is currently evaluating the OBBBA provisions, and the determination as to the applicability and extent of the OBBBA's provisions on the Company's future results of operations and cash flows will be dependent upon interpretations of the law and revenue rulings issued by the U.S. Treasury Department.
Executive Orders
President Trump issued a series of executive orders in April 2025 intended to reduce the regulatory burden on U.S. coal-based power plants and to ensure the long-term preservation of the U.S. coal fleet. The Trump Administration views the coal fleet as essential to the security, resilience and reliability of the U.S. power system. Reduction of regulatory burden allows for any impediments to domestic thermal coal demand to be challenged and possibly removed so that the Company could have an increased chance to sell more of its thermal coals specifically within the U.S. The executive orders help to further de-risk the domestic thermal market in the near term.
How We Evaluate Our Operations
Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) coal production and sales volumes; (ii) realized coal revenue, a non-GAAP financial measure; (iii) realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vi) cash margin per ton sold, an operating ratio derived from non-GAAP financial measures, defined as realized coal revenue per ton sold less cash cost of coal sold per ton; and (vii) adjusted EBITDA, a non-GAAP financial measure.
We believe that realized coal revenue and realized coal revenue per ton sold better reflect our revenue for the quality of coal sold and our operating results by including all income from coal sales. We believe cash cost of coal sold, cash cost of coal sold per ton and cash margin per ton sold normalize the volatility contained within comparable measures prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") by adjusting for certain non-operating or non-cash transactions. We believe that adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than
ours. Each of these non-GAAP measures are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure;
•the ability of our assets to generate sufficient cash flow;
•our ability to incur and service debt and fund capital expenditures;
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and
•the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
These non-GAAP financial measures should not be considered an alternative to revenues, cost of sales, net income (loss) or any other measure of financial performance presented in accordance with GAAP. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.
Reconciliation of Non-GAAP Financial Measures
We define realized coal revenue as revenues reported in the Consolidated Statements of (Loss) Income less transportation costs, transloading revenues and other revenues not directly attributable to coal sales. We define realized coal revenue per ton sold as realized coal revenue divided by tons sold. The following tables present reconciliations by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure (in thousands, except per ton information):
Year Ended December 31, 2025
High CV Thermal Metallurgical PRB Core Marine Terminal Idle and Other Eliminations Consolidated
Revenues $ 2,208,643 $ 1,202,055 $ 718,783 $ 87,680 $ 13,817 $ (66,203) $ 4,164,775
Less: Adjustments to Reconcile to Segment Realized Coal Revenue
Transportation Costs, including Intersegment Transportation Costs 364,888 276,935 11,317 - - - 653,140
Intersegment Terminal Revenues - - - 66,203 - (66,203) -
Non-Coal Revenues - - - 21,477 13,817 - 35,294
Segment Realized Coal Revenue $ 1,843,755 $ 925,120 $ 707,466 $ - $ - $ - $ 3,476,341
Tons Sold 30,558 9,038 48,940
Realized Coal Revenue per Ton Sold $ 60.34 $ 102.36 $ 14.46
The following table presents a breakdown of the realized coal revenue per ton sold for the metallurgical segment between coking coal and thermal byproduct (in thousands, except per ton information):
Year Ended December 31, 2025
Coking Coal Thermal Byproduct Total Metallurgical Segment
Segment Realized Coal Revenue $ 864,084 $ 61,036 $ 925,120
Tons Sold 7,585 1,453 9,038
Realized Coal Revenue per Ton Sold $ 113.91 $ 42.03 $ 102.36
Year Ended December 31, 2024
High CV Thermal Metallurgical (a) PRB Core Marine Terminal Idle and Other Eliminations Consolidated
Revenues $ 2,004,567 $ 113,067 $ - $ 87,746 $ 15,708 $ (56,682) $ 2,164,406
Less: Adjustments to Reconcile to Segment Realized Coal Revenue
Transportation Costs, including Intersegment Transportation Costs 321,367 9,341 - - - - 330,708
Intersegment Terminal Revenues - - - 56,682 - (56,682) -
Non-Coal Revenues - - - 31,064 15,708 - 46,772
Segment Realized Coal Revenue $ 1,683,200 $ 103,726 $ - $ - $ - $ - $ 1,786,926
Tons Sold 25,682 678 -
Realized Coal Revenue per Ton Sold $ 65.54 $ 153.10 $ -
(a) For the year ended December 31, 2024, all revenues in the metallurgical segment were from coking coal.
We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, 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. We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The following tables present reconciliations by reportable segment of cash cost of coal sold and cash cost of coal sold per ton to cost of sales, the most directly comparable GAAP financial measure (in thousands, except per ton information):
Year Ended December 31, 2025
High CV Thermal Metallurgical PRB Core Marine Terminal Idle and Other Eliminations Consolidated
Cost of Sales $ 1,628,537 $ 1,227,710 $ 654,918 $ 30,841 $ 69,014 $ (66,203) $ 3,544,817
Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold
Transportation Costs 303,602 272,018 11,317 - - - 586,937
Intersegment Transportation Costs 61,286 4,917 - - - (66,203) -
Cost of Sales from Idled Operations 11,124 101,286 - - 24,145 - 136,555
Insurance Reimbursements - Fire Costs - (19,350) - - - - (19,350)
Terminal Operating Costs - - - 30,841 - - 30,841
Other Non-Active Mining Costs - - - - 44,869 - 44,869
Segment Cash Cost of Coal Sold $ 1,252,525 $ 868,839 $ 643,601 $ - $ - $ - $ 2,764,965
Tons Sold 30,558 9,038 48,940
Cash Cost of Coal Sold per Ton $ 40.99 $ 96.13 $ 13.15
Year Ended December 31, 2024
High CV Thermal Metallurgical PRB Core Marine Terminal Idle and Other Eliminations Consolidated
Cost of Sales $ 1,294,506 $ 137,786 $ - $ 27,372 $ 28,450 $ (56,682) $ 1,431,432
Less: Adjustments to Reconcile to Segment Cash Cost of Coal Sold
Transportation Costs 266,393 7,633 - - - - 274,026
Intersegment Transportation Costs 54,974 1,708 - - - (56,682) -
Cost of Sales from Idled Operations - - - - 4,859 - 4,859
Terminal Operating Costs - - - 27,372 - - 27,372
Other Non-Active Mining Costs - - - - 23,591 - 23,591
Segment Cash Cost of Coal Sold $ 973,139 $ 128,445 $ - $ - $ - $ - $ 1,101,584
Tons Sold 25,682 678 -
Cash Cost of Coal Sold per Ton $ 37.89 $ 189.58 $ -
We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as loss on debt extinguishment and (iii) other adjustments, such as stock-based compensation and Merger-related expenses. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our operating performance or that arise outside of the ordinary course of our business. The following tables present reconciliations by reportable segment of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure (in thousands):
Year Ended December 31, 2025
High CV Thermal Metallurgical PRB Core Marine Terminal Other and Corporate Consolidated
Net Income (Loss) $ 372,215 $ (278,537) $ 30,688 $ 51,218 $ (328,800) $ (153,216)
Income Tax Benefit - - - - (80,487) (80,487)
Interest Expense, net - - - - 14,234 14,234
Depreciation, Depletion and Amortization 207,891 252,882 33,177 5,621 121,496 621,067
Loss on Debt Extinguishment - - - - 11,680 11,680
Other Adjustments - - - - 98,788 98,788
Adjusted EBITDA $ 580,106 $ (25,655) $ 63,865 $ 56,839 $ (163,089) $ 512,066
Year Ended December 31, 2024
High CV Thermal Metallurgical PRB Core Marine Terminal Other and Corporate Consolidated
Net Income (Loss) $ 537,064 $ (32,964) $ - $ 55,485 $ (273,180) $ 286,405
Income Tax Expense - - - - 44,242 44,242
Interest Expense, net - - - - 2,969 2,969
Depreciation, Depletion and Amortization 172,997 8,635 - 4,889 37,005 223,526
Other Adjustments - - - - 98,346 98,346
Adjusted EBITDA $ 710,061 $ (24,329) $ - $ 60,374 $ (90,618) $ 655,488
Results of Operations: Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024
Revenues
The Company's revenues primarily include sales to customers of coal produced at our operations and, to a lesser extent, coal purchased from third parties. The Company's revenues also include transloading services at the Port of Baltimore, as well as other revenues generated from customers.
Our presence in the metallurgical coal market has expanded through the Merger with two longwall mines and two continuous miner mines in West Virginia that produce a premium metallurgical product used in the global steel industry. We also gained two thermal surface mines in the Powder River Basin, as well as another thermal longwall mine in Colorado. The thermal surface mines produce thermal coal for sale into domestic and international markets, while the thermal longwall mine produces a high-quality, high calorific value thermal product that can compete effectively in seaborne markets.
Consolidated revenues in the year ended December 31, 2025 were $2.0 billion greater than the year ended December 31, 2024. As a result of the Merger, the legacy Arch operations contributed $2,048 million of revenues in the year ended December 31, 2025, primarily from coal sales in the Metallurgical and PRB segments. The revenues of legacy CONSOL's PAMC decreased $32 million in the period-to-period comparison, primarily due to reduced realization, which was partially offset by higher sales tons. The revenues of legacy CONSOL's Itmann mine decreased $16 million in the period-to-period comparison, primarily due to lower sales tons and reduced metallurgical coal benchmark pricing. The revenues of the Core Marine Terminal were flat compared to the prior year. See the discussion in "Operational Performance" below for further information about segment results.
Cost of Sales
Cost of sales includes items such as direct operating costs, royalty and production taxes, direct administration costs and transportation costs. Our consolidated cost of sales in the year ended December 31, 2025 increased $2.1 billion compared to the year ended December 31, 2024. As a result of the Merger, the legacy Arch operations incurred cost of sales of $2,025 million during the year ended December 31, 2025. Cost of sales at legacy CONSOL's PAMC and the Itmann mine increased $63 million in the period-to-period comparison, primarily due to increased sales tons. Cost of sales at the Core Marine Terminal increased $3 million in the period-to-period comparison, primarily due to increased throughput volumes. See the discussion in "Operational Performance" below for further information about segment results. The remaining $23 million increase in the period-to-period comparison was the result of additional operating overhead and certain actuarial costs as well as costs incurred at the Company's idled locations during the year ended December 31, 2025.
Depreciation, Depletion and Amortization
On a consolidated basis, depreciation, depletion and amortization costs were $621 million for the year ended December 31, 2025, compared to $224 million for the year ended December 31, 2024, resulting in a $398 million increase. The assets acquired in the Merger resulted in an additional $382 million of depreciation, depletion and amortization expense in the year ended December 31, 2025. See Note 2-Merger with Arch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information. The remaining increase was primarily the result of additional capital expenditures at the legacy CONSOL operations and adjustments to the Company's asset retirement obligations in the year ended December 31, 2025, none of which were individually material.
General and Administrative Costs
On a consolidated basis, general and administrative costs were $215 million for the year ended December 31, 2025, compared to $115 million for the year ended December 31, 2024. The $100 million increase in the period-to-period comparison was primarily due to $66 million of non-recurring Merger-related transaction costs, including fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. The remaining increase related to increased headcount as a combined company and an increase in long-term incentive compensation recognized related to award modifications due to the Merger. See Note 2-Merger with Arch in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information.
Other Operating Income and Expense, net
Other operating income and expense, net changed by $77 million in the period-to-period comparison due to the following items:
Year Ended December 31,
2025 2024 Variance
Royalty Income - Non-Operated Coal $ 31 $ 18 $ 13
Insurance Proceeds 25 9 16
Gain on Sale of Assets 7 7 -
Rental Income 4 3 1
Contract Assessments - 15 (15)
1974 UMWA Pension Plan Litigation - (68) 68
Land Holding and Administrative Costs (26) (9) (17)
Other (7) (18) 11
Total Other Operating Income and Expense, net $ 34 $ (43) $ 77
Approximately $11 million of the increase in royalty income was due to royalty agreements acquired in the Merger. The remaining increase was largely attributable to additional leased coal volumes related to overriding royalty agreements or coal reserve leases between the Company and third-party operators.
In 2025, the Company settled with insurance carriers related to a claim filed as a result of the Francis Scott Key Bridge collapse on March 26, 2024, which restricted vessel access to, and export capability from, the Core Marine Terminal. The $9 million in the prior year period represents an advance payment related to this claim.
There were no contract assessments during the year ended December 31, 2025. Contract assessment income during the year ended December 31, 2024 was primarily the result of penalties and fees levied against customers that did not meet the purchase obligations under their contracts with the Company.
The 1974 UMWA Pension Plan litigation expense of $68 million represents the net present value of payments to be made over a five-year period to the United Mine Workers of America 1974 Pension Plan in accordance with a partial motion for summary judgment filed by the Supreme Court of the State of Delaware on November 8, 2024.
Land holding and administrative costs increased primarily due to the acquisition of various coal leases and land holdings as a result of the Merger, which totaled $16 million for the year ended December 31, 2025.
Interest Expense and Interest Income
On a consolidated basis, interest expense was $40 million for the year ended December 31, 2025, compared to $22 million for the year ended December 31, 2024. The $18 million increase in the period-to-period comparison was primarily due to interest incurred on the Series 2025 Bonds, as well as interest incurred on additional equipment financing arrangements and increased fees associated with the Company's Revolving Credit Facility as a result of the January 2025 amendment.
Interest income increased $7 million in the period-to-period comparison primarily as a result of increased cash and cash equivalents.
Loss on Debt Extinguishment
Loss on debt extinguishment of $12 million was recognized in the year ended December 31, 2025 due to the amendment of the Company's Revolving Credit Facility and the refinancing of the Series 2025 Bonds. See Note 13-Long-Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional information.
Non-Service Related Pension and Postretirement Benefit Costs
Non-service related pension and postretirement benefit costs increased $8 million in the period-to-period comparison, primarily due to the Merger as well as the impact of changes in actuarial assumptions made at the beginning of each year.
Operational Performance: Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024
The Company consists of four reportable segments: (1) the High CV Thermal segment; (2) the Metallurgical segment; (3) the PRB segment; and (4) the Core Marine Terminal segment. The High CV Thermal segment consists of the Company's Pennsylvania Mining Complex and the West Elk mine located in Colorado. The Metallurgical segment consists of the Company's Leer, Leer South, Beckley, Mountain Laurel and Itmann coal mines in West Virginia. The PRB segment consists of the Company's Black Thunder and Coal Creek surface mining complexes located in Wyoming. The Core Marine Terminal segment consists of the Company's coal export terminal operations in the Port of Baltimore.
The Company evaluates the performance of its segments utilizing Adjusted EBITDA and various productivity metrics. Adjusted EBITDA measures the operating performance of the Company's segments and is used to allocate resources to the Company's segments. The following table presents results by reportable segment:
Year Ended December 31,
2025 2024 Variance
High CV Thermal Segment
Total Tons Produced (in millions) 30.5 25.7 4.8
Total Tons Sold (in millions) 30.6 25.7 4.9
Realized Coal Revenue per Ton Sold (a)
$ 60.34 $ 65.54 $ (5.20)
Cash Cost of Coal Sold per Ton (a)
$ 40.99 $ 37.89 $ 3.10
Cash Margin per Ton Sold (a)
$ 19.35 $ 27.65 $ (8.30)
Adjusted EBITDA (in thousands) (a)
$ 580,106 $ 710,061 $ (129,955)
Metallurgical Segment
Total Tons Produced (in millions) 8.9 0.7 8.2
Total Tons Sold (in millions) 9.0 0.7 8.3
Realized Coal Revenue per Ton Sold (a)
$ 102.36 $ 153.10 $ (50.74)
Cash Cost of Coal Sold per Ton (a)
$ 96.13 $ 189.58 $ (93.45)
Cash Margin per Ton Sold (a)
$ 6.23 $ (36.48) $ 42.71
Adjusted EBITDA (in thousands) (a)
$ (25,655) $ (24,329) $ (1,326)
PRB Segment
Total Tons Produced (in millions) 48.9 - 48.9
Total Tons Sold (in millions) 48.9 - 48.9
Realized Coal Revenue per Ton Sold (a)
$ 14.46 $ - $ 14.46
Cash Cost of Coal Sold per Ton (a)
$ 13.15 $ - $ 13.15
Cash Margin per Ton Sold (a)
$ 1.31 $ - $ 1.31
Adjusted EBITDA (in thousands) (a)
$ 63,865 $ - $ 63,865
Core Marine Terminal Segment
Throughput Tons (in millions) 18.1 17.0 1.1
Adjusted EBITDA (in thousands) (a)
$ 56,839 $ 60,374 $ (3,535)
(a) Realized coal revenue per ton sold, cash cost of coal sold per ton and cash margin per ton sold are operating ratios derived from non-GAAP financial measures, and Adjusted EBITDA is a non-GAAP financial measure. See "How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures"above for definitions and reconciliations of these amounts to the most directly comparable GAAP measures.
HIGH CV THERMAL SEGMENT ANALYSIS:
Adjusted EBITDA decreased $130 million in the period-to-period comparison, primarily due to a $5.20 decrease in realized coal revenue per ton sold as international markets continued to soften, which weighed on Newcastle prices, coupled with weak demand in Europe, which weighed on API2 pricing. The reduced realization was partially offset by a 1.6 million ton increase in PAMC sales volumes year-over-year. Additionally, the West Elk mine was acquired in the Merger, which resulted in additional sales volumes of 3.2 million tons, realized coal revenue of $165 million and cash cost of coal sold of $160 million in the year ended December 31, 2025. In the fourth quarter of 2025, the West Elk mine also incurred $11 million of idling and other costs during the transition period associated with its move to the B-Seam.
METALLURGICAL SEGMENT ANALYSIS:
All Metallurgical segment operations, except Itmann, were acquired in the Merger, resulting in additional sales volumes of 8.4 million tons, realized coal revenue of $837 million and cash cost of coal sold of $775 million in the year ended December 31, 2025. However, realized coal revenue per ton sold was significantly impacted by reduced metallurgical coal benchmark prices during the year ended December 31, 2025, which remained challenged due to surplus
production within the industry and weak demand. Adjusted EBITDA was also impacted by $101 million of fire and idling costs incurred during the year ended December 31, 2025 related to the combustion incident at the Leer South mine, partially offset by $19 million of insurance reimbursements.
PRB SEGMENT ANALYSIS:
The PRB segment operations were acquired in the Merger, and, as such, there was no activity during the year ended December 31, 2024. During the year ended December 31, 2025, the PRB segment produced and sold 48.9 million tons, which resulted in Adjusted EBITDA of $64 million.
CORE MARINE TERMINAL SEGMENT ANALYSIS:
Adjusted EBITDA for the year ended December 31, 2025 was $57 million, compared to $60 million for the year ended December 31, 2024. Throughput volumes at the Core Marine Terminal were 18.1 million tons for the year ended December 31, 2025, compared to 17.0 million tons for the year ended December 31, 2024. Core Marine Terminal revenue and costs were $88 million and $31 million, respectively, for the year ended December 31, 2025, compared to $88 million and $27 million, respectively, for the year ended December 31, 2024. The expected benefit of the increased throughput tons in the year ended December 31, 2025 was offset by lower pricing, which resulted in flat revenue and higher expenses compared to the prior year.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. See Note 1-Significant Accounting Policies in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for further discussion. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates on an on-going basis. Actual results could differ from those estimates upon subsequent resolution of identified matters. Management believes that the estimates utilized are reasonable. The following critical accounting policies are materially impacted by judgments, assumptions and estimates used in the preparation of the Consolidated Financial Statements in Item 8 of this Report.
Asset Retirement Obligations
The SMCRA established operational, reclamation and closure standards for all aspects of surface mining as well as most aspects of deep mining. The Company accrues for the costs of current coal mine disturbance and final coal mine and gas well closure, including the cost of treating mine water discharge where necessary. Estimates of the Company's total asset retirement obligations, which are based upon permit requirements and Company engineering expertise related to these requirements, including the current portion, were approximately $535 million at December 31, 2025. This liability is reviewed annually, or when events and circumstances indicate an adjustment is necessary, by Company management and engineers. The estimated liability can significantly change if actual costs vary from assumptions or if governmental regulations change significantly.
Accounting for asset retirement obligations requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. For active locations, the present value of the estimated asset retirement obligations is capitalized as part of the carrying amount of the long-lived asset. For locations that have been fully depleted or closed, the present value of a change in the estimated value of the obligation is recorded directly to earnings. Asset retirement obligations primarily relate to the reclamation of land upon mine closure, the treatment of mine water discharge where necessary and the plugging of gas wells acquired for mining purposes. Changes in the assumptions used to calculate the liabilities can have a significant effect on the asset retirement obligations. The amounts of assets and liabilities recorded are dependent upon a number of variables, including the estimated future expenditures, estimated mine lives, assumptions involving inflation rates and the assumed credit-adjusted risk-free interest rate.
Accounting for asset retirement obligations also requires depreciation of the capitalized asset retirement obligation and accretion of the asset retirement obligation over time. The depreciation will generally be determined on a units-of-production basis, whereas accretion will be recognized until the reclamation obligations are satisfied.
The Company believes that the accounting estimates related to asset retirement obligations are "critical accounting estimates" because the Company must assess the expected amount and timing of asset retirement obligations. In addition,
the Company must determine the estimated present value of future liabilities. Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company's assumptions.
Income Taxes
Deferred tax assets and liabilities are recognized using enacted tax rates for the estimated future tax effects of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2025, the Company had deferred tax liabilities in excess of deferred tax assets of approximately $130 million.
The Company evaluates all tax positions taken on the federal and state tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, an evaluation to determine the largest amount of benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon ultimate settlement is determined. A previously recognized tax position is reversed when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the probable amount that is more likely than not is based on judgment, historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. The results of these estimates that are not readily apparent from other sources form the basis for recognizing an uncertain tax position. Actual results could differ from those estimates upon subsequent resolution of identified matters. At December 31, 2025, the Company had uncertain tax positions totaling $6 million, which reduced gross deferred tax assets. There were no amounts recorded for uncertain tax positions at December 31, 2024.
The Company believes that accounting estimates related to income taxes are "critical accounting estimates" because the Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and exercise judgment regarding the amount of financial statement benefit to record for uncertain tax positions. When evaluating whether a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance is needed, including carrybacks, tax planning strategies, reversal of deferred tax assets and liabilities and forecasted future taxable income. In making the determination related to uncertain tax positions, the Company considers the amounts and probabilities of the outcomes that could be realized upon ultimate settlement of an uncertain tax position using the facts, circumstances and information available at the reporting date to establish the appropriate amount of financial statement benefit. To the extent that an uncertain tax position or valuation allowance is established or increased or decreased during a period, the Company must include an expense or benefit within tax expense in the income statement. Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company's assumptions. At December 31, 2025, the Company had a valuation allowance of $75 million. No valuation allowance was recorded at December 31, 2024.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are not reviewed for impairment unless an impairment indicator is noted. Examples of impairment indicators include:
•a significant decrease in the market price of a long-lived asset;
•a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;
•a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action of assessment by a regulator;
•an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;
•a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; or
•a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.
The above factors are not comprehensive, and management routinely evaluates whether impairment indicators are present. If one or more of the above events or changes in circumstances occur, the Company performs a recoverability test, which compares the projected undiscounted cash flows from the use and eventual disposition of a long-lived asset or asset group to its carrying value. Individual assets are grouped for impairment review purposes based on the lowest level for
which identifiable cash flows are largely independent of the cash flows of other groups of assets. If the carrying value of a long-lived asset exceeds the future undiscounted cash flows expected from the asset, the amount of impairment recorded is measured as the difference between the asset's carrying value and the estimated fair value of the asset, determined using discounted future cash flows. The fair value of impaired assets is typically determined based on various factors, including the present values of expected future cash flows using a risk-adjusted discount rate, the marketability of coal properties and the estimated fair value of assets that could be sold or used at other operations.
Assumptions about sales, operating margins, capital expenditures and sales prices are based on the Company's forecasts, business plans, economic projections, and anticipated future cash flows. No indicators of impairment were present and, therefore, no impairment losses were recorded during the years ended December 31, 2025, 2024 and 2023.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment. Although the Company believes its estimates of fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of fair value of the assets acquired in the Merger. During the measurement period (a period not to exceed 12 months from the closing date of the Merger), the Company may record adjustments to the assets acquired and liabilities assumed due to the use of preliminary information in its initial estimates. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Liquidity and Capital Resources
The Company's potential sources of liquidity include cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement (which are discussed and defined below) and, if necessary, the ability to issue equity or debt securities. The Company believes that cash generated from these sources, without needing to issue equity or debt securities, will be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements and debt servicing obligations, as well as to provide required letters of credit or surety bonds necessary for the Company's operations.
On January 14, 2025, the Company completed the Merger with Arch pursuant to the Merger Agreement. In connection with the Merger, the Company entered into an amendment to its existing Revolving Credit Facility. The amendment increased the available revolving commitments from $355 million to $600 million and extended the scheduled maturity date of the Revolving Credit Facility to April 30, 2029, providing that, under specified conditions, the maturity of the Revolving Credit Facility may be earlier. Additionally, the Company reduced the interest rate margin by 75 basis points while further enhancing financial flexibility.
Our total liquidity as of December 31, 2025 was comprised of the following:
(in millions) December 31, 2025
Cash and Cash Equivalents $ 432
Receivables Financing Agreement - Current Availability 185
Revolving Credit Facility - Current Availability 600
Less: Letters of Credit Outstanding (268)
Total Liquidity $ 949
Events that negatively impact our operations, overall financial condition and liquidity could result in our inability to comply with the Revolving Credit Facility's financial covenants. This could limit our ability to borrow under the Revolving Credit Facility if we are unable to obtain necessary waivers or amendments. The Company expects to maintain adequate liquidity through its net cash provided by operating activities and cash and cash equivalents on hand, as well as the Revolving Credit Facility and its Receivables Financing Agreement, to fund its working capital needs and capital expenditures in the short-term and long-term.
Uncertainty in the financial markets, tariffs and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional capital or credit, as
well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, including as a result of potential tariffs and executive actions, high interest rates and sustained high inflation, may impact the Company's revenues and collection of trade receivables. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.
The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the U.S. from multiple countries around the world continues to evolve and be uncertain, as the U.S. Government continues to negotiate its position with multiple countries and across various industries and goods. While the evolving global trade landscape relating to tariffs and retaliatory trade measures imposed by other countries on U.S. goods has not yet had a significant impact on our business or results of operations as of December 31, 2025, this and the potential for additional changes in U.S. or international trade policy have increased uncertainty regarding the ultimate effect of the tariffs on economic conditions and could lead to further weakened business conditions for the coal industry.
Over the past few years, the insurance and surety markets have been increasingly challenging, particularly for coal companies. We have experienced rising premiums, reduced coverage and fewer providers willing to underwrite policies and surety bonds. Terms have become generally unfavorable, including increases in the amount of collateral required to secure surety bonds. However, more recently, we have seen insurance rates and collateral requirements stabilize and even decrease on certain lines of coverage, as new insurance carriers have entered the market. Further cost burdens on our ability to maintain adequate insurance and bond coverage may adversely impact our operations, financial position and liquidity.
At December 31, 2025, the Company had a $132 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains a $17 million Global Water Treatment Trust Fund that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the Global Water Treatment Trust Fund. These amounts are included in Funds for Asset Retirement Obligations on the Consolidated Balance Sheets.
In December 2024, the Office of Workers' Compensation Programs (the "OWCP") issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator's projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. The final rule, including any assessments, is subject to appeal. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date.
The Company participates in the UMWA Combined Benefit Fund and the 1992 Benefit Plan for which benefits are reflected in the Company's consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at December 31, 2025. The various multi-employer benefit plans are discussed in Note 17-Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report. The Company's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $3 millionand $3 million for the years ended December 31, 2025 and 2024, respectively. Based on available information at December 31, 2025, the Company's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $30 million. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at December 31, 2025. Management believes these items will expire without being funded. See Note 22-Commitments and Contingent Liabilities in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Report for additional details of the various financial guarantees that have been issued by the Company.
Cash Flows (in millions)
Year Ended December 31,
2025 2024 Variance
Net Cash Provided by Operating Activities $ 306 $ 476 $ (170)
Net Cash Provided by (Used in) Investing Activities $ 48 $ (165) $ 213
Net Cash Used in Financing Activities $ (200) $ (107) $ (93)
Net cash provided by operating activities decreased $170 million in the period-to-period comparison primarily due to the payment of non-recurring Merger-related expenditures in the year ended December 31, 2025.
Net cash provided by (used in) investing activities changed by $213 million in the period-to-period comparison primarily due to cash acquired in the Merger, partially offset by the purchase of Arch's tax-exempt bonds. The Company liquidated its remaining U.S. Treasury securities during the year ended December 31, 2025, resulting in net proceeds of $75 million. Capital expenditures increased $107 million primarily due to $90 million of expenditures for operations acquired in the Merger during the year ended December 31, 2025.
Net cash used in financing activities increased $93 million in the period-to-period comparison. Cash outflows related to share repurchases totaled $224 million in the year ended December 31, 2025 compared to $71 million in the year ended December 31, 2024. In connection with the Merger, the Company amended its Revolving Credit Facility, refinanced its tax-exempt bonds and amended the legacy Arch securitization facility. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions totaled $20 million. Additionally, dividend payments increased $10 million year-over-year.
Revolving Credit Facility
In November 2017, the Company entered into a revolving credit facility with PNC Bank, N.A. ("PNC") (as amended, the "Revolving Credit Facility"). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger. The January 2025 amendment increased the available revolving commitments from $355 million to $600 million and extended the scheduled maturity date to April 30, 2029, provided that, if any of the MEDCO Bonds or PEDFA Bonds (as defined below) and any subsequent refinancings thereof remain outstanding 91 days prior to their stated maturity and our specified liquidity, as measured under the Revolving Credit Facility, is less than $250 million at that time, the maturity date of the Revolving Credit Facility will be such date. Additionally, the Company reduced the applicable interest rate margin on its borrowings and letters of credit under the Revolving Credit Facility by 75 basis points.
Borrowings under the Revolving Credit Facility may be used for general corporate purposes, including working capital, capital expenditures and permitted acquisitions. Amounts repaid under the Revolving Credit Facility may be reborrowed, subject to satisfaction of the conditions to each credit extension. The Revolving Credit Facility provides that up to the full amount of the facility may be used for the issuance of letters of credit (the "Letters of Credit") by each lender under the Revolving Credit Facility, including Arch letters of credit that are deemed to be issued under the Revolving Credit Facility. The Company may increase the revolving credit commitments on the same terms or incur term "A" loans, in each case in an aggregate amount of up to $150 million.
Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company's option, either (i) the applicable term Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility ranges from 3.00% to 3.75% (for SOFR loans) and 2.00% to 2.75% (for alternate base rate loans), depending on the total net leverage ratio.
The Company's obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by subsidiaries of the Company that own any portion of the Company's Pennsylvania Mining Complex, its marine terminal at the Port of Baltimore and specified coal reserves and, subject to certain customary exceptions, all other existing or future direct or indirect wholly-owned material restricted subsidiaries of the Company, including subsidiaries acquired pursuant to the Merger. The obligations under the Revolving Credit Facility are secured by, subject to certain exceptions (including a limitation on pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company's and certain subsidiaries' significant assets.
The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, asset dispositions, restricted payments, mergers, consolidations, divisions and other fundamental changes, transactions with affiliates and prepayments of junior indebtedness. The Revolving Credit Facility requires prepayment of Revolving Credit Loans and Swing Loans if (x) Excess Balance Sheet Cash is greater than $125 million and (y) the sum of Revolving Credit Loans, Swing Loans and Letter of Credit Obligations (other than in respect of undrawn Letters of Credit) is greater than 25% of the Revolving Credit Commitments, in each case as of the last day of any calendar month.
The Revolving Credit Facility also includes financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio is 1.50 to 1.00, the maximum total net leverage ratio is 2.50 to 1.00 and the minimum interest coverage ratio is 3.00 to 1.00. The Revolving Credit Facility contains customary events of default, including failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.
The Company's first lien gross leverage ratio was 0.28 to 1.00 at December 31, 2025. The Company's total net leverage ratio was 0.03 to 1.00 at December 31, 2025. The Company's interest coverage ratio was 35.10 to 1.00 at December 31, 2025. The Company was in compliance with all covenants under the Revolving Credit Facility as of December 31, 2025.
At December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility. The Revolving Credit Facility is currently only used for providing letters of credit, with $110 million of letters of credit outstanding, leaving $490 million of unused capacity. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company's borrowing facility capacity.
Receivables Financing Agreement
Certain U.S. subsidiaries of the Company are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. On July 28, 2025, the Company and certain of its subsidiaries entered into (i) that certain Receivables Financing Agreement (the "Receivables Financing Agreement"), by and among Core Receivable Company, LLC, as borrower ("Core Receivable"), Core Sales, LLC, as the initial servicer (the "Servicer"), PNC, as administrative agent and LC bank, PNC Capital Markets LLC ("PNC CM"), as structuring agent, and the lenders from time to time party thereto; (ii) that certain Third Amended and Restated Sale and Contribution Agreement (the "Sale and Contribution Agreement"), by and among Core Receivable, the Servicer and Arch, as transferor; (iii) that certain Third Amended and Restated Purchase and Sale Agreement (the "Purchase and Sale Agreement"), by and among Arch, the Servicer and the originators party thereto; and (iv) that certain Fifth Amended and Restated Performance Guaranty (the "Performance Guaranty" and, together with the Receivables Financing Agreement, the Sale and Contribution Agreement and the Purchase and Sale Agreement, the "Receivables Documents"), by the Company, in favor of PNC as administrative agent. With entry into the Receivables Documents, legacy Arch's securitization facility was amended and restated in its entirety to, among other things, consolidate facilities and extend the maturity date to July 27, 2028, and legacy CONSOL's securitization facility was terminated effective July 28, 2025.
Pursuant to the Receivables Documents, Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP, all wholly-owned subsidiaries of the Company, sell or contribute trade receivables to Core Receivable, a special purpose vehicle and wholly-owned subsidiary of the Company. Core Receivable, in turn, pledges its interests in the receivables to PNC and Regions Bank, each of which either makes loans or issues letters of credit on behalf of Core Receivable. The maximum amount of advances and letters of credit outstanding under the Receivables Financing Agreement may not exceed $250 million.
Loans under the Receivables Financing Agreement accrue interest at a reserve-adjusted market index rate equal to the applicable term SOFR rate plus ten basis points. Loans and letters of credit under the Receivables Financing Agreement also accrue a drawn fee and a letter of credit participation fee, respectively, of 2.00% per annum. In connection with the Receivables Financing Agreement, Core Receivable paid certain structuring fees to PNC CM and pays other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.
The Receivables Documents contain various customary representations and warranties, covenants and default provisions that provide for the termination and acceleration of the commitments and loans under the Receivables Financing Agreement in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness. The Company guarantees the performance of the obligations of Arch; Core Sales, LLC; Mingo Logan Coal LLC; Mountain Coal Company, L.L.C.; ICG Beckley, LLC; ICG Tygart Valley, LLC; Wolf Run Mining LLC; Thunder Basin Coal Company, L.L.C.; CONSOL Pennsylvania Coal Company LLC; Core Marine Terminals LLC; and Itmann Mining Company LP under the securitization, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Receivables Financing Agreement. However, neither the Company nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.
At December 31, 2025, eligible accounts receivable yielded $185 million of borrowing capacity. At December 31, 2025, the Receivables Financing Agreement had no outstanding borrowings and approximately $158 million of letters of credit outstanding, leaving $27 million of unused capacity. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.
Series 2025 Bonds
On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority ("PEDFA") in the aggregate principal amount of $98 million (the "PEDFA Bonds"), at a fixed rate of 5.45% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC CM, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the "Underwriters"), PEDFA and the Company; (ii) the Maryland Economic Development Corporation ("MEDCO") in the aggregate principal amount of $103 million (the "MEDCO Bonds"), at a fixed rate of 5.00% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, MEDCO and the Company; and (iii) the West Virginia Economic Development Authority ("WVEDA") in the aggregate principal amount of $106 million (the "WVEDA Bonds" and together with the PEDFA Bonds and the MEDCO Bonds, the "Series 2025 Bonds"), at a fixed rate of 5.45% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, WVEDA and the Company.
The Company used (i) a portion of the proceeds of the PEDFA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the Central Preparation Plant in West Finley, Pennsylvania in part by refunding in full PEDFA's outstanding $75 million Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MEDCO Bonds to refinance the costs of acquisition, construction, improvement, installation and equipping of certain improvements, modifications and additions to a coal transshipment terminal located in the Canton area of the Port of Baltimore by refunding in full MEDCO's outstanding $103 million Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of the proceeds of the WVEDA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities relating to a longwall coal mining complex known as the Leer South Mine located in Barbour County, West Virginia in part by refunding in full WVEDA's outstanding $53 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $45 million Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.
The (i) PEDFA Bonds were issued pursuant to an indenture (the "PEDFA Indenture"), dated March 1, 2025, by and between PEDFA and Wilmington Trust, National Association, as trustee (the "Trustee"), and PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the "PEDFA Loan Agreement"), between PEDFA and the Company; (ii) MEDCO Bonds were issued pursuant to an indenture (the "MEDCO Indenture"), dated March 1, 2025, by and between MEDCO and the Trustee, and MEDCO made a loan of the proceeds of the MEDCO Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the "MEDCO Loan Agreement"), between MEDCO and the Company; and (iii) WVEDA Bonds were issued pursuant to an indenture (the "WVEDA Indenture" and together with the PEDFA Indenture and the MEDCO Indenture, the "Series 2025 Bonds Indentures"), dated March 1, 2025, by and between WVEDA and the Trustee, and WVEDA made a loan of the proceeds of the WVEDA Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the "WVEDA Loan Agreement" and together with the PEDFA Loan Agreement and MEDCO Loan Agreement, the "Loan Agreements"), between WVEDA and the Company. Under the terms of the Loan Agreements, the Company agreed to make all payments of principal, interest and other amounts at any time due on the respective Series 2025 Bonds or under the respective Series 2025 Bonds Indentures.
Material Cash Requirements
The Company expects to make the following payments in the next 12 months:
•$122 million on its long-term debt and operating and finance lease obligations, including interest (refer to Note 13-Long-Term Debt and Note 14-Leases for additional information);
•$69 million on its employee-related long-term liabilities, including obligations that the Company has under multi-employer plans (refer to Note 15-Pension and Other Postretirement Benefit Plans and Note 16-Coal Workers' Pneumoconiosis and Workers' Compensation for additional information); and
•$97 million on its environmental obligations and $179 million on its other current liabilities.
The Company believes it will be able to satisfy these material cash requirements with cash generated from operating activities, cash on hand, borrowings under the Revolving Credit Facility and Receivables Financing Agreement and, if necessary, cash generated from its ability to issue equity or debt securities.
Debt
At December 31, 2025, the Company had total long-term debt and finance lease obligations of $459 million outstanding, including the current portion of $98 million. This long-term debt consisted of:
•An aggregate principal amount of $106 million of WVEDA Bonds, which were issued to finance a coal refuse disposal area at the Leer South mine, bear interest at 5.45% per annum for an initial term of ten years and mature in January 2055. Interest on the WVEDA Bonds is payable on April 1 and October 1 of each year.
•An aggregate principal amount of $103 million of MEDCO Bonds, which were issued to finance the Core Marine Terminal, bear interest at 5.00% per annum for an initial term of ten years and mature in July 2048. Interest on the MEDCO Bonds is payable on February 1 and August 1 of each year.
•An aggregate principal amount of $98 million of PEDFA Bonds, which were issued to finance the ongoing expansion of the coal refuse disposal area at the Central Preparation Plant, bear interest at 5.45% per annum for an initial term of ten years and mature in January 2051. Interest on the PEDFA Bonds is payable on June 1 and December 1 of each year.
•An aggregate principal amount of $80 million of various equipment financing arrangements with a weighted-average interest rate of 7.55%.
•An aggregate principal amount of $58 million of finance leases with a weighted-average interest rate of 6.60%.
•Advanced royalty commitments of $11 million with a weighted-average interest rate of 8.04% per annum.
•An aggregate principal amount of $3 million of other debt arrangements.
At December 31, 2025, the Company had no borrowings outstanding and approximately $110 million of letters of credit outstanding under the $600 million Revolving Credit Facility. At December 31, 2025, the Company had no borrowings outstanding and approximately $158 million of letters of credit outstanding under the Receivables Financing Agreement.
Stock Repurchases
On February 18, 2025, the Company's Board of Directors approved a capital return framework that involves a mix of dividends and share repurchases. The repurchase program permits the repurchase, from time to time, of the Company's outstanding shares of common stock in an aggregate amount of up to $1 billion, subject to certain covenants in the Revolving Credit Facility and the Series 2025 Bonds Indentures that limit the Company's ability to repurchase shares of its common stock.
During the year ended December 31, 2025, the Company repurchased and retired 3,088,520 shares of the Company's common stock at an average price of $72.61 per share.
Total Equity and Dividends
Total equity attributable to the Company was $3,678 million at December 31, 2025 and $1,568 million at December 31, 2024. See the Consolidated Statements of Stockholders' Equity in Item 8 of this Report for additional details.
The declaration and payment of dividends by the Company is at the discretion of the Company's Board of Directors. The Revolving Credit Facility and the Series 2025 Bonds Indentures include certain covenants limiting the Company's ability to declare and pay dividends.
The Company paid the following dividends during the year ended December 31, 2025:
Per Share Total Paid (000s omitted) Payment Timing Shareholder of Record Date
$0.10 $5,364 March 17, 2025 March 3, 2025
$0.10 $5,223 June 13, 2025 May 30, 2025
$0.10 $5,128 September 15, 2025 August 29, 2025
$0.10 $5,115 December 15, 2025 November 28, 2025
On February 12, 2026, the Company announced a $0.10 per share dividend in an aggregate amount of approximately $5.1 million, payable on March 16, 2026 to all stockholders of record as of March 2, 2026.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update require that public business entities, at each interim period and on an annual basis: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption; (2) include certain amounts that are already required to be disclosed under current GAAP; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. These amendments may be applied either prospectively or retrospectively. Management is currently evaluating the impact of this guidance but, with the exception of the increased disclosures summarized above, does not expect this update to have a material impact on the Company's financial statements.
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