Core Natural Resources, Inc. (CNR)

Liquidity and Capital Resources

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

Our total liquidity as of June 30, 2026 comprised the following:

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, cash and cash equivalents on hand and short-term investments, as well as the Revolving Credit Facility and its Receivables Financing Agreement, to fund its working capital needs and capital expenditures in the short-term and long-term.

Uncertainty in the financial markets, tariffs, foreign conflicts and executive actions by the executive branch of the U.S. Government and certain other foreign nations or sovereignties bring additional potential risks to the Company. These risks could impact our ability to raise capital in the equity and debt markets or result in higher costs to obtain additional

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capital or credit, as well as increase potential counterparty defaults. In addition, market disruptions and uncertainty, arising from current and potential tariffs, executive actions, elevated interest rates, sustained high inflation and supply chain disruptions such as those stemming from the recent conflict in Iran, may impact the Company’s revenues and collections, as well as its overall cost of operations, including recent increases in diesel fuel and other commodity prices. The Company regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

The global landscape on rates and the scope of tariffs imposed on goods imported into and out of the U.S. from multiple countries around the world continues to evolve and be uncertain, as the U.S. Government continues to negotiate its position with multiple countries and across various industries and goods. While the evolving global trade landscape relating to tariffs and retaliatory trade measures imposed by other countries on U.S. goods has not yet had a significant impact on our business or results of operations as of June 30, 2026, this and the potential for additional changes in U.S. or international trade policy have increased uncertainty regarding the ultimate effect of the tariffs on economic conditions and could lead to further weakened business conditions for the coal industry.

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

At June 30, 2026, the Company had a $134 million fund in place that will cover, in part, future reclamation costs of the thermal assets in the PRB. Additionally, the Company maintains $19 million in water treatment trust funds that will fund future water treatment obligations in Pennsylvania, as well as replace surety bonds and related collateral requirements. The Company expects to continue to contribute a minimum of $2 million per year to the water treatment trust funds. These amounts are included in Funds for Asset Retirement Obligations on the Condensed Consolidated Balance Sheets.

In December 2024, the Office of Workers’ Compensation Programs (the “OWCP”) issued a final rule revising the regulations under the Black Lung Benefits Act related to self-insurance by coal mine operators. Under the new standard, self-insured coal mine operators are required to post additional security for the Black Lung benefit liabilities. The final rule requires a security amount equal to 100% of a self-insured operator’s projected black lung liabilities. The rule became effective on January 13, 2025, and operators were required to remit the increased security amount within one year. In February 2025, the Company received letters from the OWCP that additional guidance regarding the final rule will be provided at a future date. In July 2026, the OWCP published proposed rule changes to the Black Lung Benefits Act, which eliminates the 100% collateral requirement for all operators, and proposes a complex financial review to be conducted to calculate a Composite Solvency Score (“CSS”) for each operator. The CSS determines the percentage of security that companies will be required to provide relative to total black lung liabilities. The Company is currently evaluating the potential impacts of the proposed rule, and any increased security requirement as a result of these proposed changes could adversely impact our financial position and liquidity.

The Company participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company’s consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Condensed Consolidated Balance Sheet at June 30, 2026. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Audited Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1 million and $2 million for the six months ended June 30, 2026 and 2025, respectively. The Company also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items that are not reflected on the Condensed Consolidated Balance Sheet at June 30, 2026. Management believes these items will expire without being funded. See Note 14—Commitments and Contingent Liabilities in the Notes to the Condensed Consolidated Financial Statements included in this Report for additional details of the various financial guarantees that have been issued by the Company.

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Cash Flows (in millions)

Net cash provided by operating activities increased by $259 million in the period-to-period comparison primarily due to increased segment earnings, including recoveries related to the Leer South insurance claim, as well as the payment of non-recurring Merger-related expenditures in the six months ended June 30, 2025.

Net cash (used in) provided by investing activities changed by $370 million in the period-to-period comparison primarily due to the Merger, which included cash acquired, partially offset by the purchase of Arch’s tax-exempt bonds. Additionally, the Company liquidated its U.S. Treasury securities during the six months ended June 30, 2025, which resulted in net proceeds of $75 million.

Net cash used in financing activities increased by $5 million in the period-to-period comparison. Cash outflows related to share repurchases totaled $105 million in the six months ended June 30, 2026 compared to $183 million in the six months ended June 30, 2025. In connection with the Merger, the Company amended its Revolving Credit Facility and refinanced its tax-exempt bonds during the six months ended June 30, 2025. Proceeds of $114 million were received in connection with the bond refinancing, and fees associated with these transactions amounted to $17 million. Additionally, dividend payments decreased by $6 million compared to the prior year period.

Revolving Credit Facility

In November 2017, the Company entered into a revolving credit facility with PNC Bank, National Association (“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 Com

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ITEM 7.    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.

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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

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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):

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):

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(a) For the year ended December 31, 2024, all revenues in the metallurgical segment were from coking coal.

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We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, royalty and production taxes and direct administration costs, and excludes transportation costs, indirect costs, other costs not directly attributable to th

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