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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 22 added, 15 removed, 173 unchanged (18% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of December 31, 2025.

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Other Information

(a) On May 6, 2025, we entered into the First Amendment to Credit Agreement and Security Agreement (the “First Amendment”), which amends (i) the Credit Agreement dated as of October 27, 2023 (the “Credit Agreement”), by and among us, certain of our Subsidiaries, as borrowers (the “Borrowers”), the other credit parties party thereto from time to time, as guarantors (the “Guarantors”), the lenders party thereto from time to time and Regions Bank, as administrative agent, collateral agent, swingline lender and LC issuer (the “Agent”), and (ii) the Security Agreement dated as of October 27, 2023, by and among us, the other Borrowers, the Guarantors and the Agent.

Pursuant to the First Amendment, the Credit Agreement was amended to, among other changes, (i) increase the revolving commitments, and the letter of credit sublimit, under the Credit Agreement to $225 million, (ii) increase the swingline sublimit to $22.5 million, (iii) reduce the interest rate margin range to 2.25%-2.75% for Term SOFR Loans and 1.25%-1.75% for Base Rate Loans, in each case, based on quarterly average excess availability, (iv) extend the stated revolving commitment termination date to May 4, 2029, and (v) permit the incurrence of up to $500 million of senior secured notes or senior unsecured convertible notes subject to the satisfaction of certain terms and conditions, including, without limitation, the execution and delivery of an acceptable intercreditor agreement in connection with the incurrence of any indebtedness in the form of senior secured notes.

The above summary of the First Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

During the quarter ended December 31, 2025, no director or officer adopted or terminated :

(i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.

(i) Any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

(ii) Any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The sections of our Proxy Statement entitled “Proposal 1 – Election of Directors,” “About our Board of Directors – Board and Its Committees,” “About our Board of Directors – Board Committees – Audit Committee,” “About our Management Team,” “Delinquent Section 16(a) Reports,” “About our Board of Directors – Code of Business Ethics” and “Stockholder Proposals for the 2027 Annual Meeting” are incorporated herein by reference.

The Company has a written Code of Business Ethics that applies to the Company’s Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and others.

The Code of Business Ethics is available on the Company’s website at investors.alphametresources.com/investors/corporate-governance/governance-documents.

We have a written Code of Business Ethics that applies to our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and others.

The Code of Business Ethics is available on our website at investors.alphametresources.com/investors/corporate-governance/governance-documents.

Any amendments to, or waivers from, a provision of our Code of Business Ethics that applies to our Principal Executive Officer, Principal Financial and Accounting Officer or persons performing similar functions and that relates to any element of the code of ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting on our website.

Information on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.

The Company has adopted an insider securities trading policy that prohibits directors, officers, employees, temporary employees, independent consultants and contractors of the Company from engaging in hedging transactions involving Company securities such as short selling, buying or selling publicly traded options (including puts and calls), zero-cost collar and forward sales contracts.

We have adopted an insider securities trading policy that prohibits our directors, officers, employees, temporary employees, independent consultants and contractors from engaging in hedging transactions involving Company securities such as short selling, buying or selling publicly traded options (including puts and calls), zero-cost collar and forward sales contracts.

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.

A copy of our 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 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.”

Information required by this item is incorporated herein by reference to the sections of our proxy statement for the 2026 annual meeting of stockholders entitled “About our Board of Directors – Director Compensation,” “Board Committee Reports – Compensation Committee Report” and “Executive Compensation Discussion and Analysis.” These sections include, but are not limited to, “About our Board of Directors – Director Compensation – 2025 Director Compensation,” “Board Committee Reports – Compensation Committee Report,” “Executive Compensation Discussion and Analysis – Risk Assessment of Compensation Programs,” “Executive Compensation Discussion and Analysis – Compensation Committee Interlocks and

Insider Participation,” “Executive Compensation – 2025 Summary Compensation Table,” “Executive Compensation Discussion and Analysis – 2025 Grants of Plan-Based Awards,” “Executive Compensation Discussion and Analysis – Outstanding Equity Awards at 2025 Fiscal Year End,” “Executive Compensation Discussion and Analysis – Option Exercises and Stock Vested in 2025,” “Executive Compensation Discussion and Analysis – Nonqualified Deferred Compensation,” “Executive Compensation Discussion and Analysis – Potential Payments on Termination or Change in Control,” “Pay Ratio,” “Other Compensation Matters – Insider Trading and Policy,” and “Pay Versus Performance.”

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

The sections of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation – Potential Payments on Termination and Change in Control - Equity Compensation Plan Information” are incorporated herein by reference.

The sections of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation Discussion and Analysis – Potential Payments on Termination and Change in Control – Equity Compensation Plan Information” are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

12 unchanged sentences

Exhibit and Financial Statement Schedules

Pursuant to the rules and regulations of the Securities and Exchange Commission, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K.

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form 10-K.

These agreements may contain representations and warranties by the parties.

These warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosure made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in such Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors.

Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.

Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

(a) Documents filed as part of this Annual Report on Form 10-K:

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• Consolidated Statements of Operations, Years ended December 31, 2025, 2024, and 2023

• Consolidated Statements of Comprehensive Income, Years ended December 31, 2024, 2023, and 2022

• Consolidated Statements of Comprehensive (Loss) Income, Years ended December 31, 2025, 2024, and 2023

• Consolidated Balance Sheets, December 31, 2025 and 2024

5 unchanged sentences

(3) Listing of Exhibits.

See the Exhibit Index following the signature page to this Annual Report on Form 10-K.

Refer to the Exhibit Index following the signature page to this Annual Report on Form 10-K.

Exhibit Index

91 unchanged sentences

101 The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Signature Date Title

/s/ Charles Andrew Eidson February 28, 2025 Chief Executive Officer (Principal Executive Officer)

/s/ Charles Andrew Eidson February 27, 2026 Chief Executive Officer (Principal Executive Officer) and Director

Charles Andrew Eidson

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Joanna Baker de Neufville

/s/ Kenneth S.

Courtis February 27, 2026 Director

/s/ Shelly Lombard February 27, 2026 Director

3 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.

What changed 10-K

Item 9A. Controls and Procedures