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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-26 · 42 added, 36 removed, 146 unchanged (35% of the section changed)

31 unchanged sentences

The policy also prohibits the holding by these persons of Alpha securities in a margin account or pledging Alpha securities as collateral for a loan.

A copy of the Company's insider trading policy is attached to this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation

Information required by this item is incorporated herein by reference to the sections of our proxy statement for the 2024 annual meeting of stockholders entitled “About our Board of Directors - Director Compensation,” “Board Committee Reports - Compensation Committee Report” and “Executive Compensation.” These sections include, but are not limited to, “About our Board of Directors - Director Compensation - 2023 Director Compensation,” “Executive Compensation - Compensation Discussion and Analysis,” “Board Committee Reports - Compensation Committee Report,” “Executive Compensation - Compensation Discussion and Analysis - Risk Assessment of Compensation Programs,” “Executive Compensation - 2023 Summary Compensation Table,” “Executive Compensation – 2023 Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at 2023 Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested in 2023,” “Executive Compensation - Nonqualified Deferred Compensation,” “Executive Compensation - Potential Payments on Termination or Change in Control,” “Pay Ratio,” and “Executive Compensation - Pay Versus Performance.”.

Information required by this item is incorporated herein by reference to the sections of our proxy statement for the 2025 annual meeting of stockholders entitled “About our Board of Directors - Director Compensation,” “Board Committee Reports - Compensation Committee Report” and “Executive Compensation.” These sections include, but are not limited to, “About our Board of Directors - Director Compensation - 2024 Director Compensation,” “Executive Compensation - Compensation Discussion and Analysis,” “Board Committee Reports - Compensation Committee Report,” “Executive Compensation - Compensation Discussion and Analysis - Risk Assessment of Compensation Programs,” “Executive Compensation - Compensation Committee Interlocks and Insider Participation,” “Executive Compensation - 2024 Summary Compensation Table,” “Executive Compensation – 2024 Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at 2024 Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested in 2024,” “Executive Compensation - Nonqualified Deferred Compensation,” “Executive Compensation - Potential Payments on Termination or Change in Control,” “Pay Ratio,” and “Executive Compensation - Pay Versus Performance.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

33 unchanged sentences

Description of Exhibit

3.1* Second Amended and Restated Certificate of Incorporation of Alpha Metallurgical Resources, Inc., as amended through January 22, 2021 (Incorporated by reference to Exhibit 3.1 on Form 10-Q of Alpha Metallurgical Resources, Inc.

filed on November 5, 2021)

3.1* Third Amended and Restated Certificate of Incorporation of Alpha Metallurgical Resources, Inc.

(Incorporated by reference to Exhibit 3.1 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on May 23, 2024)

3.2* Fourth Amended and Restated Bylaws of Alpha Metallurgical Resources, Inc.

11 unchanged sentences

10.3*† Contura Energy, Inc.

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.41 to the Registration Statement on Form S-4/A of Contura Energy, Inc.

Deferred Compensation Plan (Incorporated by reference to Exhibit 10.41 to the Registration Statement on Form S-4/A of Contura Energy, Inc.

333-226953) filed on August 21, 2018)

10.4*† Alpha Metallurgical Resources, Inc.

Annual Incentive Bonus Program.

(Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

Annual Incentive Bonus Program (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on May 9, 2022)

10.5*† Form of Indemnification Agreement by and between Contura Energy, Inc.

and each of its current and future directors and officers.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Contura Energy, Inc.

and each of its current and future directors and officers (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Contura Energy, Inc.

filed on November 13, 2018)

10.6*† Alpha Metallurgical Resources, Inc.

Amended and Restated Non-Employee Director Compensation Policy, as amended

Amended and Restated Non-Employee Director Compensation Policy, as amended (Incorporated by reference to Exhibit 10.6 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 26, 2024)

10.7*† Contura Energy, Inc.

1 unchanged sentence

filed on November 13, 2018)

10.8* Credit Agreement, dated as of June 14, 2019, by and among Contura Energy, Inc., as the Borrower, Cantor Fitzgerald Securities, as Administrative Agent and certain lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Contura Energy, Inc.

filed on June 18, 2019)

10.8*† Plan Document and Summary Plan Description of the Amended and Restated Contura Energy, Inc.

4 unchanged sentences

333-257563) filed on June 30, 2021)

10.11*† Employment Agreement, dated November 18, 2022, by and between Alpha Metallurgical Resources, Inc.

10.10*† Amended and Restated Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc.

Andrew Eidson (Incorporated by reference to Exhibit 10.1 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on November 21, 2022)

10.12*† Transition Agreement, dated November 18, 2022, by and between Alpha Metallurgical Resources, Inc.

Stetson (Incorporated by reference to Exhibit 10.2 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on November 21, 2022)

10.13*† Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.24 of Form 10-K of Alpha Metallurgical Resources, Inc.

filed on January 31, 2025)

10.11*† Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.24 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 23, 2023)

10.14*† Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.25 of Form 10-K of Alpha Metallurgical Resources, Inc.

10.12*† Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.25 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 23, 2023)

10.13* Credit Agreement, dated as of October 27, 2023, by and among Alpha Metallurgical Resources, Inc.

and certain of its Subsidiaries, as borrowers, the Guarantors party thereto, Regions Capital Markets, a division of Regions Bank, as Book Runner and Lead Arranger, ServisFirst Bank and Texas Capital Bank, as Joint Book Runners and Joint Lead Arrangers, the other Lenders from time to time party thereto, and Regions Bank, as administrative agent, collateral agent, swingline lender and LC issuer (Incorporated by reference to Exhibit 10.1 of Form 10-Q of Alpha Metallurgical Resources, Inc.

filed on November 2, 2023)

10.16† Form of Restricted Stock Unit Award Agreement

10.17† Form of Performance Stock Unit Award Agreement

19 Alpha Metallurgical Resources, Inc Insider Trading and Information Disclosure Policy

10.14*† Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.16 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 26, 2024)

10.15*† Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.17 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 26, 2024)

10.16*† Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc.

Whitehead (Incorporated by reference to Exhibit 10.2 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on January 31, 2025)

10.17*† Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc.

Todd Munsey (Incorporated by reference to Exhibit 10.3 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on January 31, 2025)

10.18*† Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc.

and Daniel E.

Horn (Incorporated by reference to Exhibit 10.4 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on January 31, 2025)

10.19*† Employment Agreement, dated January 31, 2025, by and between Alpha Metallurgical Resources, Inc.

Manno (Incorporated by reference to Exhibit 10.5 on Form 8-K of Alpha Metallurgical Resources, Inc.

filed on January 31, 2025)

19* Alpha Metallurgical Resources, Inc Insider Trading and Information Disclosure Policy (Incorporated by reference to Exhibit 19 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 26, 2024)

21.1 List of Subsidiaries of Alpha Metallurgical Resources, Inc.

21 unchanged sentences

97*† Alpha Metallurgical Resources, Inc.

Amended And Restated Executive Officer Incentive Compensation Recoupment (Clawback) Policy

Amended And Restated Executive Officer Incentive Compensation Recoupment (Clawback) Policy (Incorporated by reference to Exhibit 97 on Form 10-K of Alpha Metallurgical Resources, Inc.

filed on February 26, 2024)

101 The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

4 unchanged sentences

† Management contract, compensatory plan or arrangement.

# This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

ALPHA METALLURGICAL RESOURCES, INC.

9 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer)

Stetson February 26, 2024 Chairman

/s/ Michael Gorzynski February 28, 2025 Chairman

Michael Gorzynski

/s/ Joanna Baker de Neufville February 28, 2025 Director

Joanna Baker de Neufville

/s/ Kenneth S.

Courtis February 26, 2024 Director

/s/ Albert E.

February 26, 2024 Director

/s/ Elizabeth A.

Fessenden February 26, 2024 Director

/s/ Michael Gorzynski February 26, 2024 Director

Michael Gorzynski

/s/ Michael J.

Quillen February 26, 2024 Lead Independent Director

/s/ Shelly Lombard February 28, 2025 Director

Shelly Lombard

/s/ Daniel D.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures