Core Natural Resources, Inc. 2024年度报告

FORM10-K For the transition period from _______to _______Commission file number:001-38147 Core Natural Resources, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the 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 by anyof 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 $2,937,936,190as of June 30, 2024, the last business day of the registrant's most recently completed secondfiscal quarter, based on the reported closing price of the common stock as reported on The New York Stock Exchange on such date.The number of shares outstanding of the registrant's common stock as of January 31, 2025 was54,016,722shares.DOCUMENTS INCORPORATED BY REFERENCE:Portions of Core Natural Resources, Inc.'s Proxy Statement for the 2025 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 PART II ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities59ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations60ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk77ITEM 8.Financial Statements and Supplementary Data78ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures124ITEM 9A.Controls and Procedures124ITEM 9B.Other Information126ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections126 PART III ITEM 10.Directors, Executive Officersand Corporate Governance126ITEM 11.Executive Compensation127ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127ITEM 13.Certain Relationships and Related Transactions and Director Independence127ITEM 14.Principal Accountant Fees and Services127 PART IVITEM 15.Exhibits and Financial Statement Schedules127SIGNATURES138 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