1 unchanged sentence
As detailed in the following pages, these risks include, but are not limited to, the following:
−Removed: • Risks relating to our industry and the global economy , such as those associated with declines in coal prices, loss of customers, our ability to obtain financing and other services, competition, decreased demand for coal, customer creditworthiness and global economic disruptions.
+Added: • Risks relating to our industry and the global economy , such as those associated with low coal prices, loss of customers, tariffs and other trade restrictions, our ability to obtain financing and other services, competition, decreased demand for coal, customer creditworthiness and global economic disruptions.
• Risks relating to regulatory and legal developments , such as those associated with regulatory requirements and costs, healthcare regulations and costs, permit approvals, climate change regulations, social and governance initiatives and regulations, environmental laws and treaties, unfavorable tax actions, decreased demand for energy, environmental cleanup costs and maintenance of internal controls.
−Removed: • Risks relating to our operations , such as those associated with mining and other conditions, many of which are beyond our control, decreased demand for coal, disruptions in transportation services, the availability of skilled workers, higher than estimated employee benefit costs, the availability of coal reserves, equipment availability, equipment breakdown, higher than anticipated property reclamation or mine closure costs, unionization, cybersecurity, artificial intelligence, the complexity of mining in Central Appalachia, our dependence upon third parties and our ability to make capital investments.
+Added: • Risks relating to our operations , such as those associated with mining and other conditions, many of which are beyond our control, disruptions in transportation services, the availability of skilled workers, higher than estimated employee benefit costs, the availability of coal reserves, equipment availability, equipment breakdown, higher than anticipated property reclamation or mine closure costs, unionization, cybersecurity, artificial intelligence, the complexity of mining in Central Appalachia, our dependence upon third parties and our ability to make capital investments.
• Risks relating to our liquidity , such as our ability to obtain or renew surety bonds, our need to maintain capacity for required letters of credit (“LCs”), limitations imposed on us by our borrowing arrangements or any future debt instruments and access to funds when needed.
4 unchanged sentences
Risks Relating to Our Industry and the Global Economy
−Removed: Declines in coal prices would adversely affect our revenues, operating results, cash flows, financial condition, stock price and the value of our coal reserves.
+Added: Declines in coal prices and/or sustained low prices would adversely affect our revenues, operating results, cash flows, financial condition, stock price and the value of our coal reserves.
Our results of operations depend substantially upon the prices we receive for our coal.
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A period of sustained low demand for metallurgical coal (or “met coal”) by U.S.
−Removed: and foreign customers and the potential for negative trade impacts resulting from changing tariff policies could reduce the price of our coal, which would reduce our revenues.
+Added: and foreign customers and the potential for negative trade impacts resulting from changing and unpredictable tariff policies could reduce the price of our coal, which would reduce our revenues.
Alpha produces coal that is sold directly to both U.S.
and foreign customers and indirectly to foreign customers through U.S.-based companies.
−Removed: Coal export revenues accounted for approximately 78% of our coal revenues for the year ended December 31, 2024.
−Removed: Met coal accounted for approximately 97% of our coal revenues for the year ended December 31, 2024.
+Added: For the year ended December 31, 2025, coal export revenues accounted for approximately 73% of our coal revenues.
+Added: For the year ended December 31, 2025, met coal accounted for 96% of our coal revenues.
Any deterioration in conditions in the U.S.
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The demand for foreign-produced steel both in foreign markets and in the U.S.
−Removed: market also depends on other factors such as tariff rates on steel.
−Removed: For example, in 2018, the U.S.
−Removed: imposed tariffs on imports of steel mill products and a tariff on imports of wrought and unwrought aluminum.
−Removed: These tariffs led to generally higher rates of steel production in the U.S.
+Added: market also depends substantially on other factors such as tariff rates on steel.
+Added: For example, in March 2025, President Trump implemented tariffs, in addition to any existing special rates, on steel and aluminum pursuant to Section 232 of the Trade Expansion Act of 1962.
+Added: These tariffs may lead to generally higher rates of steel production in the U.S.
and therefore greater domestic demand for met coal.
−Removed: However, Alpha’s export customers include foreign steel producers who may be affected by these and similar tariffs to the extent their imports into the U.S.
+Added: However, Alpha’s export customers include foreign steel producers who may be markedly affected by these and similar tariffs to the extent their imports into the U.S.
are curtailed as a result of tariffs.
Retaliatory tariffs by foreign nations have already limited international trade and may adversely impact global economic conditions.
−Removed: Additional or augmented tariffs proposed and enacted under the new Trump administration could in turn provoke additional retaliatory tariffs.
+Added: Additional or augmented tariffs proposed and enacted under the Trump administration could in turn provoke additional retaliatory tariffs.
+Added: Further, as noted by the Federal Reserve’s April 2025 Beige Book, “uncertainty around international trade policy was pervasive” in early 2025, and in many sectors, because of “on-again, off-again tariffs,” companies delayed capital expenditures and expressed concern regarding increasing inflationary pressures and the health of the U.S.
+Added: and world economies generally.
+Added: The November 2025 Beige Book noted that, while tariff uncertainty had decreased from earlier in the year, it “remained a headwind.” Alpha’s ability to plan for future economic conditions is similarly limited by unpredictably evolving trade policies, and this limitation could negatively affect our future operating results.
In addition, the steel industry’s demand for met coal is affected by a number of factors, including the variable nature of that industry’s business, technological developments in the steel-making process and the availability of substitutes for steel, such as aluminum, composites and plastics.
−Removed: steel industry increasingly relies on processes to make steel that do not use coke, such as electric arc furnaces or pulverized coal processes.
−Removed: As this trend continues, the amount of met coal that we sell and the prices that we receive for it in the U.S.
−Removed: could decrease, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
−Removed: Lower demand for met coal in international markets would reduce the amount of met coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
+Added: The North American steel industry increasingly relies on processes to make steel that do not use coke, such as electric arc furnaces or pulverized coal processes.
+Added: As this trend continues, the amount of met coal that we sell and the prices that we receive for it in North America could decrease, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
+Added: Lower demand for met coal in international markets for any reason would reduce the amount of met coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.
Foreign government policies related to coal production and consumption could also negatively impact pricing and demand for our products.
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These customers could decide to discontinue purchasing coal from us in the volumes that they have previously purchased or decide not to purchase coal from us at all.
−Removed: If several of these customers were concurrently and significantly to reduce their purchases of coal, or if we were unable to sell coal to them on terms as favorable to us as previous sales, we could face a significant reduction in sales while we attempt to sell the coal to other customers in the global marketplace.
+Added: If several of these customers were concurrently and significantly to reduce their purchases of coal, or if we were unable to sell coal to them on sufficiently favorable terms, we could face a significant reduction in sales while we attempt to sell the coal to other customers in the global marketplace.
If such a concurrent loss of large customers or a significant reduction in our sales volume to customers were to happen, our revenues and profitability could be materially and adversely affected.
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Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Refer to “Item 1.
Business—Competition.” Similarly, currency fluctuations could adversely affect demand for U.S.
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Significant economic disruptions can result from numerous unpredictable factors, including but not limited to market forces, natural disasters, pandemics, trade disputes and armed conflicts.
+Added: • The Chinese government has from time to time implemented regulations and promulgated new laws, policies or restrictions on its domestic coal and steel industries, sometimes with little advance notice, which may affect worldwide coal demand, supply and prices.
• During the COVID-19 pandemic, global supply chain disruptions, including COVID-19-related factory closures and port congestion reduced our ability to obtain some materials used in our operations, reduced the demand for steel, and therefore for met coal, and affected railroad and other transportation systems.
−Removed: • The Chinese government has from time to time implemented regulations and promulgated new laws or restrictions on its domestic coal industry, sometimes with little advance notice, which may affect worldwide coal demand, supply and prices.
• Although we do not have assets in the Middle East, we do have customers in the region, and if the scope of the ongoing conflicts in that region were to expand materially, the international transport of some goods could become more difficult, even to certain areas outside the Middle East, and shipping costs could increase substantially.
−Removed: Future disruptions of this sort, and in particular the tightening of credit in financial markets or any other disruption that negatively affects global economic growth, could adversely affect our customers’ ability to obtain financing for operations and result in a decrease in demand, lower coal prices, the cancellation of some orders for our coal and the restructuring of agreements with some of our customers.
+Added: Future disruptions of this sort, and in particular the tightening of credit in financial markets or any other disruption that negatively affects global economic growth, could adversely affect our customers’ ability to obtain financing for operations and
+Added: result in a decrease in demand, lower coal prices, the cancellation of some orders for our coal and the restructuring of agreements with some of our customers.
Changes in the value of the U.S.
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The Russia-Ukraine war, and sanctions brought by the United States and other countries against Russia, have caused significant market disruptions that may lead to further volatility in the price of certain commodities, including oil, natural gas, coal and other sources of energy.
−Removed: The ongoing military conflict between Russia and Ukraine has resulted in substantial sanctions upon Russia and certain supply and market disruptions, particularly in energy markets.
+Added: The ongoing war between Russia and Ukraine has resulted in substantial sanctions upon Russia and certain supply and market disruptions, particularly in energy markets.
Many governments have banned imports from Russia, including commodities such as oil, natural gas and coal.
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Such claims may arise out of current or former conditions at sites that we own or operate, or formerly owned or operated, and at contaminated sites owned or operated by third parties to which we sent wastes for treatment, storage or disposal.
−Removed: Our liability for such claims
−Removed: may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.
+Added: Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.
We operate and maintain a number of coal slurry impoundments.
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The required compliance and actions to address inspection outcomes are often time consuming and costly and may delay commencement or continuation of exploration or production.
−Removed: In addition, due in part to the extensive and comprehensive regulatory requirements, violations of laws, regulations and permits occur at our operations from time to time and may result in significant costs to us to correct the violations, as well as substantial civil or criminal penalties and limitations or shutdowns of our operations.
+Added: In addition, due in part to the extensive and comprehensive regulatory requirements, violations of laws, regulations and permits occur at our operations from time to time and may result in significant costs to us to correct the violations, as well as substantial civil or criminal
+Added: penalties and limitations or shutdowns of our operations.
+Added: Refer to “Item 1.
Business—Environmental and Other Regulatory Matters—Clean Water Act—Wastewater Discharge.”
MSHA and state regulators may also order the temporary or permanent closing of a mine in the event of certain violations of safety rules, accidents or imminent dangers.
−Removed: In addition, regulators may order changes to mine plans or operations due to
−Removed: their interpretation or application of existing or new laws or regulations.
+Added: In addition, regulators may order changes to mine plans or operations due to their interpretation or application of existing or new laws or regulations.
Any required changes to mine plans or operations may result in temporary idling of production or addition of costs.
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Our customers’ operations are subject to extensive laws and regulations relating to environmental matters, including air emissions, wastewater discharges and the storage, treatment and disposal of wastes and operational permits.
−Removed: In particular, the Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen
−Removed: oxides, mercury and other compounds emitted into the air from fossil fuel fired power plants, which are the largest end-users of our thermal coal.
+Added: In particular, the Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides, mercury and other compounds emitted into the air from fossil fuel fired power plants, which are the largest end-users of our thermal coal.
A series of more stringent requirements have become effective in recent years or will or may become effective in coming years, including:
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The public, including special interest groups and individuals, have certain rights under various statutes to comment upon, submit objections to and otherwise engage in the permitting process, including bringing citizens’ lawsuits or administrative actions to challenge permits or mining activities.
−Removed: In the states where we operate, applicable laws and regulations also provide that a mining permit or modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls or is under common ownership or control with us or is determined to be linked to us under OSM’s AVS, have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension.
+Added: In the states where we operate, applicable laws and regulations also provide that a mining permit or
+Added: modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls or is under common ownership or control with us or is determined to be linked to us under OSM’s AVS, have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension.
These regulations define certain relationships, such as owning over 50% of stock in an entity or having the authority to determine the manner in which the entity conducts mining operations, as constituting ownership and control.
Certain other relationships are presumed to constitute ownership or control, including being an officer or director of an entity or owning between 10% and 50% of the mining operator.
−Removed: This presumption, in some cases, can be rebutted where the person or entity can demonstrate that it in fact does not or
−Removed: did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted.
+Added: This presumption, in some cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted.
Thus, past or ongoing violations of federal and state mining laws by us or by coal mining operations owned or controlled by our significant stockholders, directors or officers or by entities linked to us through OSM’s AVS could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits.
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Recent actions by the EPA, including the EPA’s February 2024 revision of the primary (health-based) annual standard for PM2.5, from 12.0 µg/m3 to 9.0 µg/m3, the proposed rule for more stringent emission standards for particulate matter emissions, and the proposed MATS rule to regulate emissions of mercury and other metals, fine particulates, and acid gases such as hydrogen chloride from coal- and oil-fired power plants, referred to as “MATS,” may make it more difficult for our customers to continue to use our coal in their operations.
−Removed: Proposed SEC GHG reporting rules have been stayed by federal courts and, under the new Trump administration, the SEC has determined not to defend the rules in court, but there can be no assurances that federal climate rules will not be enforced.
+Added: Proposed SEC GHG reporting rules have been stayed by federal courts and, under the Trump administration, the SEC has determined not to defend the rules in court, but there can be no assurances that federal climate rules will not be enforced.
California’s enactment of its own GHG reporting laws in October 2023 also suggests the possibility of inconsistent and/or duplicative future GHG reporting requirements, which would likely add to our operating costs.
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These proposals have included, but are not limited to:
−Removed: (1) the elimination of current deductions, the 60-month amortization period and the 10-year amortization period for exploration and development costs relating to coal and other hard mineral fossil fuels, (2) the repeal of the percentage depletion allowance with respect to coal properties and (3) the repeal of capital gains
−Removed: treatment of coal and lignite royalties.
+Added: (1) the elimination of current deductions, the 60-month amortization period and the 10-year amortization period for exploration and development costs relating to coal and other hard mineral fossil fuels, (2) the repeal of the percentage depletion allowance with respect to coal properties and (3) the repeal of capital gains treatment of coal and lignite royalties.
The passage of these or other similar proposals could increase our taxable income and negatively impact our cash flows and the value of an investment in our common stock.
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Further, changes in tax laws may materially affect our results of operations and could cause our financial position and profitability to deteriorate.
−Removed: On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
+Added: On August 16, 2022, legislation commonly referred to as the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
Among other provisions, the IRA enacted a 15% corporate alternative minimum tax and a 1% excise tax on repurchases of corporate stock for tax years beginning after December 31, 2022.
−Removed: In the fourth quarter of 2024, we paid a stock repurchase excise tax of $4.7 million related to our share repurchase program, which was recorded in treasury stock at cost.
−Removed: Our income is taxable in the U.S., with a significant portion historically qualifying for preferential treatment as foreign-derived intangible income (“FDII”).
−Removed: tax rates increase or the FDII deduction is eliminated or reduced our provision for income taxes, results of operations, net income, and cash flows could be adversely affected.
−Removed: Also, if our customers move manufacturing operations to the U.S., our FDII deduction may be reduced.
−Removed: Beginning in 2026, the FDII deduction will be reduced from 37.5% to 21.875% of FDII.
+Added: We have accrued a stock repurchase excise tax of $327 related to the share repurchase program as of December 31, 2025, which is recorded in treasury stock at cost.
+Added: Our income is taxable in the U.S., with a significant portion historically qualifying for preferential treatment as foreign-derived deduction eligible income (“FDDEI”) deduction, formerly foreign-derived intangible income (“FDII”).
+Added: tax rates increase or the FDDEI deduction is eliminated or reduced our future provision for income taxes, results of operations, net income, and cash flows could be adversely affected.
+Added: Also, if our customers move manufacturing operations to the U.S., our future FDDEI deduction may be reduced.
+Added: On July 4, 2025, legislation commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law.
+Added: Changes made by the OBBBA include the reinstatement of 100% bonus depreciation, the reinstatement of immediate expensing for domestic research and experimentation costs, changes to the calculation of FDDEI and the interest expense limitation, and the addition of metallurgical coal to the list of “applicable critical minerals” for purposes of the Section 45X credit.
+Added: The Section 45X credit (also known as the advanced manufacturing production credit), as amended, provides a refundable tax credit equal to 2.5% of the production costs for metallurgical coal produced during tax years 2026 through 2029.
+Added: We incorporated the effects of the OBBBA in our income tax provision for the year ended December 31, 2025, and noted no material impacts to our estimated annual effective tax rate.
Risks Relating to Our Operations
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Our business plan and strategy require substantial capital expenditures.
−Removed: We require capital for, among other purposes, acquisition of surface rights, equipment and the development of our mining operations, capital renovations, maintenance and
−Removed: expansions of plants and equipment and compliance with safety, health and environmental laws and regulations.
+Added: We require capital for, among other purposes, acquisition of surface rights, equipment and the development of our mining operations, capital renovations, maintenance and expansions of plants and equipment and compliance with safety, health and environmental laws and regulations.
Future debt or equity financing may not be available on satisfactory terms or at all or, if available, may result in dilution.
20 unchanged sentences
We also contract with third parties to perform reclamation services for properties that are no longer in operation.
−Removed: If these third parties fail to meet their obligations under those contracts or are otherwise ineffective, it could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.
+Added: If these third parties fail to meet their obligations under those contracts or are
+Added: otherwise ineffective, it could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.
Cybersecurity attacks, natural disasters, terrorist attacks and other similar crises or disruptions may negatively affect our business, financial condition and results of operations, or those of our customers and suppliers.
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In addition, significant changes from period to period could result in significant variability in our operating results, which could reduce comparability between periods and impact our liquidity.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for a description of our estimated costs of these liabilities.
+Added: Refer to “Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a description of our estimated costs of these liabilities.
Decreased availability or increased costs of key equipment and materials, including certain items mandated by regulations, increased commodities costs, sustained inflation or increased costs of coal that we purchase from third parties, could increase our cost of production and decrease our profitability.
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Our profitability depends substantially on our ability to mine in a cost-effective manner coal reserves of the quality our customers need.
−Removed: Although we have coal reserves that we believe could support current production levels for more than a decade, estimating the size and quality of reserves requires significant judgment and could prove to be inaccurate.
+Added: Although we have coal reserves that we believe could support current production levels for approximately a decade, estimating the size and quality of reserves requires significant judgment and could prove to be inaccurate.
We may not be able to mine all of our reserves as profitably as we do at our current operations.
10 unchanged sentences
If we are unable to replace or increase our coal reserves on acceptable terms, our production and revenues will decline as our reserves are depleted.
−Removed: If we are unable to acquire surface rights to access our coal reserves, we may be unable to obtain a permit to mine coal we own and may be required to employ expensive techniques to mine around those sections of land we cannot access in order to
−Removed: access other sections of coal reserves, which could materially and adversely affect our business and our results of operations.
+Added: If we are unable to acquire surface rights to access our coal reserves, we may be unable to obtain a permit to mine coal we own and may be required to employ expensive techniques to mine around those sections of land we cannot access in order to access other sections of coal reserves, which could materially and adversely affect our business and our results of operations.
After we acquire coal reserves, we are required to obtain a permit to mine the reserves through the applicable state agencies prior to mining the acquired coal.
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For these reasons, estimates of the economically recoverable quantities and qualities attributable to any particular property, classifications of reserves and coal resources based on risk of recovery and estimates of net cash flows expected from particular reserves prepared by different engineers or by the same engineers at different times may vary substantially.
−Removed: In addition, actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves
−Removed: and resources may vary materially from estimates.
+Added: In addition, actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves and resources may vary materially from estimates.
Accordingly, our estimates may not accurately reflect our actual reserves and resources.
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Further, some of our coal supply agreements allow our customers to terminate the contract in the event of regulatory changes that restrict the type of coal the customer may use at its facilities or the use of that coal or increase the price of coal or the cost of using coal beyond specified limits.
−Removed: In addition, our coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of the affected party.
+Added: In addition, our coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of
+Added: the affected party.
As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our coal supply agreements.
1 unchanged sentence
The need to maintain capacity for required LCs could limit our ability to provide financial assurance for self-insured obligations and negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.
−Removed: On October 27, 2023, we entered into a new Credit Agreement (the “ABL Agreement”).
+Added: On October 27, 2023, we entered into a new Credit Agreement (the “ABL Agreement”) which was amended and extended on May 6, 2025.
The ABL Agreement includes an asset-based revolving credit facility (the “ABL Facility”), which among other things, provides for the issuance of LCs.
7 unchanged sentences
Under the ABL Facility, we may borrow cash or obtain LCs, on a revolving basis, in an aggregate amount of up to $225.0 million.
−Removed: We may request an increase to the capacity of the facility of up to $75.0 million provided that $25.0 million may be
−Removed: solely for the purpose of providing additional availability to obtain cash collateralized LCs.
+Added: We may request an increase to the capacity of the facility of up to $75.0 million provided that $25.0 million may be solely for the purpose of providing additional availability to obtain cash collateralized LCs.
Availability under the ABL Facility is calculated monthly and fluctuates based on qualifying amounts of coal inventory, trade accounts receivable and in certain circumstances specified amounts of cash.
We must maintain minimum Liquidity, as defined in the ABL Agreement, of $75.0 million.
−Removed: The ABL Facility matures on October 27, 2027.
+Added: The ABL Facility matures on May 4, 2029.
The terms of the ABL Facility impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions.
10 unchanged sentences
If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it.
−Removed: Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
+Added: Even if we were able to obtain new
+Added: financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
If our debt is in default for any reason, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
4 unchanged sentences
Surety bond issuers and holders may not continue to renew the bonds, may demand less favorable terms upon renewal or may impose new or increased collateral requirements.
−Removed: As of December 31, 2024, we had outstanding surety bonds with third parties of approximately $182.8 million.
+Added: As of December 31, 2025, we had outstanding surety bonds with third parties of $170.0 million, with $147.6 million related to active reclamation projects.
Surety bond issuers and holders may demand additional collateral, unfavorable terms or higher fees.
34 unchanged sentences
We are responsible for assessing the operating effectiveness of internal controls over financial reporting and we may conclude that our internal controls over financial reporting are ineffective.
−Removed: Additionally, our independent registered public accounting firm may issue an adverse report indicating that our internal controls are not effective due to deficiencies in how our
−Removed: controls are documented, designed, operated or reviewed.
+Added: Additionally, our independent registered public accounting firm may issue an adverse report indicating that our internal controls are not effective due to deficiencies in how our controls are documented, designed, operated or reviewed.
Efforts to remediate any such deficiencies and otherwise comply with these requirements may strain our resources, and we may be unable to do so in a timely or cost-effective manner.
Our share repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.
−Removed: The total authorization to repurchase the Company’s stock under the existing common share repurchase program adopted by the Company’s Board of Directors on March 4, 2022 is $1.5 billion.
+Added: The total authorization to repurchase our stock under the existing common share repurchase program adopted by our Board of Directors on March 4, 2022 is $1.5 billion.
As of December 31, 2025, $361.3 million of the originally authorized amount remained available for additional repurchases.
9 unchanged sentences
Dividends on our common stock may be paid only if declared by the Board.
−Removed: The Board is not legally obligated or required to declare dividends on our common stock even if we have funds available for that purpose.
+Added: The Board is not legally obligated or required to declare dividends on our
+Added: common stock even if we have funds available for that purpose.
In addition, even if the Board wishes to declare a dividend, we cannot make payments of cash in respect of dividends to the extent such payments are not permitted under Delaware law.
46 unchanged sentences
(iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation (including any certificate of designations relating to any class or series of preferred stock) or our bylaws;
−Removed: or (iv) any action asserting a claim against us, any director or
−Removed: our officers or employees that is governed by the internal affairs doctrine.
+Added: or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine.
This provision does not apply to suits brought to enforce a duty or liability under the Exchange Act or any other claim for which the U.S.
5 unchanged sentences
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.