What changed in this filing

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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-14 · 219 added, 211 removed, 984 unchanged (30% of the section changed)

17 unchanged sentences

Other Information

Amended and Restated Employment Agreements

The Company is a party to an employment agreement with each of Walter J.

Scheller, III, Jack K.

Richardson, Kelli K.

Gant and Charles Lussier (each, an “Executive”).

On February 10, 2025, the Company and each Executive entered into an Amended and Restated Employment Agreement (collectively, the “Amended Employment Agreements”), which replace the prior employment agreements in their entirety.

The Amended Employment Agreements (i) provide that, if an Executive’s employment is terminated without Cause or for Good Reason within twelve (12) months following a Change in Control (as such capitalized terms are defined in the Amended Employment Agreements), the Executive shall receive (A) a prorated bonus for the year of termination if such termination occurs following the third quarter of the Company’s fiscal year and (B) accelerated vesting of the portion of an equity award that would have become vested within thirty (30) days following the date of termination;

(ii) standardize the severance payments and other benefits that the Executives will receive upon a termination without Cause or for Good Reason;

and (iii) amend the definition of “Good Reason,” as well as provide for certain other

administrative, clarifying and conforming changes.

The above summary of the Amended Employment Agreements is not complete and is qualified in its entirety by reference to the complete text of the Amended Employment Agreements, copies of which are filed as Exhibits 10.6, 10.7, 10.9 and 10.10 to this Annual Report on Form 10-K and are incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

1 unchanged sentence

Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's insider trading policy.

Other than as described below, during the three months ended December 31, 2023, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

On November 7, 2023 , Jack K.

Richardson , Chief Operating Officer of the Company, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”).

Richardson’s plan, which provides for the potential sale of up to 88,000 shares of the Company’s common stock, terminates upon the earlier of December 31, 2025 or the date all shares subject to the plan have been sold.

On November 8, 2023 , Walter J.

Scheller, III , Chief Executive Officer and director of the Company, adopted a Rule 10b5-1 Plan.

Scheller’s plan, which provides for the potential sale of up to 150,000 shares of the Company’s common stock, terminates upon the earlier of December 31, 2025 or the date all shares subject to the plan have been sold.

On November 9, 2023 , Kelli K.

Gant , Chief Administrative Officer and Corporate Secretary of the Company, adopted a Rule 10b5-1 Plan.

Gant’s plan, which provides for the potential sale of up to 20,000 shares of the Company’s common stock, terminates upon the earlier of December 31, 2025 or the date all shares subject to the plan have been sold.

On November 15, 2023 , Dale W.

Boyles , Chief Financial Officer of the Company, adopted a Rule 10b5-1 Plan.

Boyles’ plan, which provided for the potential sale of up to 69,000 shares of the Company’s common stock, terminated upon the earlier of December 31, 2025 or the date all shares subject to the plan have been sold.

On November 28, 2023 , Mr.

Boyles terminated the above-referenced Rule 10b5-1 Plan.

During the three months ended December 31, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 10 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2024.

Insider Trading Policies and Procedures

Executive Compensation

34 unchanged sentences

001-38061) filed with the Commission on April 26, 2022).

Amended and Restated Bylaws of Warrior Met Coal, Inc.

Second Amended and Restated Bylaws of Warrior Met Coal, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-380619) filed with the Commission on December 7, 2022 ).

001-38061) filed with the Commission on October 25, 2024).

Certificate of Designations of Series A Junior Participating Preferred Stock of Warrior Met Coal, Inc., as filed with the Secretary of State of the State of Delaware on February 14, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No.

31 unchanged sentences

001-38061) filed with the Commission on April 19, 2017).

Employment Agreement, dated March 31, 2016 by and between Warrior Met Coal, LLC and Walter J.

Scheller, III (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1 (File No.

333-216499) filed with the Commission on March 7, 2017).

Employment Agreement, dated March 31, 2016 by and between Warrior Met Coal, LLC and Jack K.

Richardson (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 (File No.

333-216499) filed with the Commission on March 7, 2017).

Amended and Restated Employment Agreement, dated February 10, 2025 by and between Warrior Met Coal, Inc.

and Walter J.

Scheller, III.

Amended and Restated Employment Agreement, dated February 10, 2025, by and between Warrior Met Coal, Inc.

Employment Agreement, dated January 1, 2017, by and between Warrior Met Coal, LLC and Dale W.

1 unchanged sentence

333-216499) filed with the Commission on March 7, 2017).

Employment Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Kelli K.

Gant (incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K (File No.

001-38061) filed with the Commission on February 14, 2018).

Employment Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Brian M.

Chopin (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K (File No.

001-38061) filed with the Commission on February 19, 2020.)

Employment Agreement, dated March 1, 2020, by and between Warrior Met Coal, Inc.

and Charles Lussier (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-38061) filed with the Commission on April 29, 2020.)

Amended and Restated Employment Agreement, dated February 10, 2025, by and between Warrior Met Coal, Inc.

and Charles Lussier.

Amended and Restated Employment Agreement, dated February 10, 2025, by and between Warrior Met Coal, Inc.

Form of Warrior Met Coal, Inc.

63 unchanged sentences

001-38061) filed with the Commission on May 3, 2023).

Insider Trading Policy

List of Subsidiaries of the Company.

8 unchanged sentences

Technical Report Summary for Mine No.

7 - S-K 1300 Report (incorporated by reference to Exhibit 96.1 to the Registrant's Amendment No.

1 on Form 10-K/A (File No.

001-38061) filed with the commission on May 18, 2023 to the Registrant's Annual Report on Form 10-K (File No.

002-38061) filed with the commission on February 15, 2023)

7 - S-K 1300 Report

Technical Report Summary for Mine No.

3 unchanged sentences

002-38061) filed with the Commission on February 15, 2023)

Technical Report Summary for Blue Creek - S-K 1300 Report.

Technical Report Summary for Blue Creek - S-K 1300 Report (incorporated by reference to Exhibit 96.3 to the Registrant's Annual Report on Form 10-K (File No.

002-38061) filed with the Commission on February 14, 2024).

Warrior Met Coal, Inc.

45 unchanged sentences

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

63 unchanged sentences

Total current assets 887,062 1,069,166

Restricted cash 7,585 —

Mineral interests, net 72,245 80,442

1 unchanged sentence

Deferred income taxes 3,210 5,854

Long-term investments 44,604 —

Other long-term assets 27,340 21,987

13 unchanged sentences

Deferred income taxes 63,835 74,531

Other long-term liabilities — 500

Total liabilities 500,699 482,612

48 unchanged sentences

Net income — — — — 641,298 641,298

Dividends paid ($ 0.20 per share)

Dividends declared ($ 1.54 per share)

— — — — ( 79,665 ) ( 79,665 )

3 unchanged sentences

Net income — — — — 478,629 478,629

Dividends paid ($ 1.54 per share)

Dividends declared ($ 1.16 per share)

— — — — ( 61,077 ) ( 61,077 )

3 unchanged sentences

Net income — — — — 250,603 250,603

Dividends paid ($ 1.16 per share)

Dividends declared ($ 0.82 per share)

— — — — ( 44,711 ) ( 44,711 )

12 unchanged sentences

Depreciation and depletion 153,982 127,356 115,279

Deferred income tax expense 52,871 141,806 49,096

Deferred income tax (benefit) expense ( 8,052 ) 52,871 141,806

Stock-based compensation expense 22,070 18,207 17,621

Mark-to-market loss on gas hedges 1,835 — 4,043

Amortization of debt issuance costs and debt discount, net 2,094 3,165 1,741

Amortization of debt issuance costs and debt discount 1,590 2,094 3,165

Accretion and valuation adjustment of ARO 5,435 4,535 1,941

13 unchanged sentences

Deferred mine development costs ( 31,060 ) ( 33,112 ) ( 48,935 )

Purchase of investments ( 49,721 ) — —

Acquisition of leased mineral rights — — ( 3,500 )

Acquisitions, net of cash acquired — ( 2,421 ) 2,533

Proceeds from sale of property, plant and equipment — — 209

Net cash used in investing activities ( 538,002 ) ( 527,207 ) ( 255,144 )

1 unchanged sentence

Dividends paid ( 43,823 ) ( 61,077 ) ( 79,665 )

Proceeds from issuance of debt — — 347,701

Repayments under ABL Facility — — ( 40,000 )

Retirements of debt — ( 162,358 ) ( 39,382 )

Proceeds from financing lease obligations 4,503 — —

Principal repayments of financing lease obligations ( 17,414 ) ( 32,330 ) ( 30,348 )

Debt issuance costs paid — — ( 11,352 )

Other ( 11,777 ) ( 9,419 ) ( 3,724 )

1 unchanged sentence

Net (decrease) increase in cash and cash equivalents ( 239,065 ) ( 91,283 ) 433,641

Cash, cash equivalents, and restricted cash at beginning of period 738,197 829,480 395,839

Cash, cash equivalents, and restricted cash at end of period $ 499,132 $ 738,197 $ 829,480

Cash and cash equivalents at beginning of period $ 738,197 $ 829,480 $ 395,839

Restricted cash at beginning of period — — —

Cash, cash equivalents and restricted cash at beginning of period $ 738,197 $ 829,480 $ 395,839

Cash and cash equivalents at end of period $ 491,547 $ 738,197 $ 829,480

Restricted cash at end of period 7,585 — —

Cash, cash equivalents and restricted cash at end of period $ 499,132 $ 738,197 $ 829,480

The accompanying notes are an integral part of these consolidated financial statements.

30 unchanged sentences

4 and Mine No.

7, the Company incurred idle mine expenses of $ 12.1 million and $ 33.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

These expenses are reported separately in the Statements of Operations and represent expenses incurred while the respective mine is idled or operating below normal capacity, such as electricity, insurance and maintenance labor.

The Company incurred business interruption expenses of approximately $ 8.3 million, $ 23.5 million and $ 21.4 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 respectively, which represent non-recurring expenses that were directly attributable to the labor strike for incremental safety and security, labor negotiations and other expenses.

7, the Company incurred idle mine expense of $ 12.1 million for the year ended December 31, 2022.

This expense is reported separately in the Statements of Operations and represents expenses incurred while the respective mine was idled or operating below normal capacity, such as electricity, insurance and maintenance labor.

The Company incurred no idle mine expense for the years ended December 31, 2024 and December 31, 2023.

The Company incurred business interruption expenses of approximately $ 0.5 million for the year ended December 31, 2024, which represents ongoing legal expenses associated with the ongoing labor negotiations.

The Company incurred $ 8.3 million and $ 23.5 million for the years ended December 31, 2023 and December 31, 2022, respectively, which represent non-recurring expenses that were directly attributable to the labor strike for incremental safety and security, labor negotiations and other expenses.

These expenses are also presented separately in the Statements of Operations.

On February 16, 2023, the labor union representing certain of the Company's hourly employees announced that they were ending the strike and made an unconditional offer to return to work.

The return-to-work process for eligible employees who wished to return to work which began in February has been completed.

The Company continues to engage in good faith efforts with the labor union to reach an agreement on a new contract.

On March 31, 2023, the Company acquired the remaining ownership interest in gas wells owned by an independent third party for $ 2.4 million.

The purchase consideration has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

The acquisition is not deemed to be material to the financial statements.

On March 1, 2022, the Company acquired the remaining 50 % interest in Black Warrior Methane and Black Warrior Transmission for $ 0.3 million.

The purchase consideration has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

The acquisition is not deemed to be material to the financial statements.

Note 2— Summary of Significant Accounting Policies

2 unchanged sentences

Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include short-term deposits and highly liquid investments that have original maturities of three months or less when purchased and are stated at cost, which approximates fair value.

Restricted cash consist of cash that the Company is contractually obligated to maintain in a money market account as collateral for workers' compensation claims.

Restricted cash is classified as noncurrent based on the nature of the restriction.

Instruments with maturities greater than three months, but less than twelve months, are included in short-term investments.

The Company purchases fixed income securities and certificates of deposits with varying maturities that are

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

classified as available for sale and are carried at fair value.

Securities classified as held to maturity securities are those securities that management has the intent and ability to hold to maturity.

As of December 31, 2024 and December 31, 2023, short-term investments consisted of $ 14.6 million and $ 9.0 million in cash and fixed income securities.

The short-term investments as of December 31, 2024 and December 31, 2023, consists of $ 14.6 million and $ 9.0 million posted as collateral for the self-insured black lung related claims asserted by or on behalf of former employees of Walter Energy, Inc.

("Walter Energy") and its subsidiaries, which were assumed by the Company and relate to periods prior to March 31, 2016, respectively.

The Company also had $ 5.1 million in fixed income securities as of December 31, 2024 with maturities less than twelve months and the Company had no such investments as of December 31, 2023.

As of December 31, 2024, long-term investments consisted of $ 44.6 million in fixed income securities with maturities greater than twelve months.

The Company had no such investments as of December 31, 2023.

Concentrations of Credit Risk and Major Customers

2 unchanged sentences

At December 31, 2024 approximately 98.0 % of trade receivables were related to these customers.

For the year ended December 31, 2023, the Company's geographic customer mix was 48 % in Europe, 29 % in Asia, 21 % in South America and 2 % in the U.S.

During the year ended December 31, 2023, E-Commodities Holdings Private Limited, Salzgitter Flachstahl GMBH and Exiros BV Sucursal Uruguay accounted for $ 246.4 million, or 14.9 %, $ 205.7 million, or 12.4 %, and $ 195.3 million, or 11.8 % of total revenues, respectively.

During the year ended December 31, 2022, Xcoal Energy & Resources, Salzgitter Flachstahl GMBH and Thyssenkrupp Steel Europe AG accounted for $ 330.1 million, or 19.1 %, $ 207.8 million or 12.0 % and $ 187.0 million, or 10.8 % of total revenues, respectively.

During the year ended December 31, 2021, Xcoal Energy & Resources and Salzgitter Flachstahl GMBH accounted for $ 526.2 million, or 51.0 %, and $ 118.1 million, or 11.4 % of total revenues, respectively.

For the year ended December 31, 2024, the Company's geographic customer mix was 42 % in Asia, 38 % in Europe, 19 % in South America and 1 % in the U.S.

During the year ended December 31, 2024, three of our customers accounted for $ 190.8 million, or 12.7 %, $ 190.1 million, or 12.7 %, and $ 178.1 million, or 11.9 % of total revenues, respectively.

During the year ended December 31, 2023, three of our customers accounted for $ 246.4 million, or 14.9 %, $ 205.7 million, or 12.4 % and $ 195.3 million, or 11.8 % of total revenues, respectively.

During the year ended December 31, 2022, three of our customers accounted for $ 330.1 million, or 19.1 %, $ 207.8 million, or 12.0 %, and $ 187.0 million, or 10.8 % of total revenues, respectively.

Revenue Recognition

2 unchanged sentences

For coal shipments to domestic customers via rail, control is transferred when the railcar is loaded.

For coal shipments to international customers via ocean vessel, control is transferred when the vessel is loaded at the Port of Mobile in Alabama.

For coal shipments to international customers via ocean vessel, control is typically transferred when the vessel is loaded at the Port of Mobile in Alabama.

Occasionally, the Company will sell coal stockpiles at the barge loadout or port upon which control, title and risk of loss transfers when stockpiles are segregated.

2 unchanged sentences

Revenue is disaggregated between coal sales within the Company's mining segment and natural gas sales included in all other revenues, as disclosed in Note 20.

The Company's coal and gas sales generally include up to 45-day payment terms following the transfer of control of the goods to the customer.

The Company's coal and gas sales generally include up to 45-day payment terms following the transfer of control of the goods to the customer unless secured by a letter of credit which could include up to 60-day payment terms.

The Company typically does not include extended payment terms in its contracts with customers.

7 unchanged sentences

The Company also has never had to have a claim against its trade credit insurance policy.

In order to estimate the allowance for credit losses on trade accounts receivable, the Company utilizes an aging approach in which potential impairment is calculated based on how long a receivable has been outstanding (e.g., current, 1-31, 31-60, etc.).

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

31-60, etc.).

The Company calculates an expected credit loss rate based on the Company’s historical credit loss rate, the risk characteristics of its customers, and the current steelmaking coal and steel market environments.

2 unchanged sentences

Costs incurred to transport coal to the point of sale at the Port of Mobile, Alabama, are included in cost of sales and the gross amounts billed to customers, if any, to cover shipping and handling to the ultimate/final destination are included in sales.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Cash and Cash Equivalents

Short-Term Investments

Instruments with maturities greater than three months, but less than twelve months, are included in short-term investments.

The Company purchases United States Treasury bills with maturities ranging from six to twelve months which are classified as held to maturity and are carried at amortized cost, which approximates fair value.

The Company also purchases fixed income securities and certificates of deposits with varying maturities that are classified as available for sale and are carried at fair value.

Securities classified as held to maturity securities are those securities that management has the intent and ability to hold to maturity.

As of December 31, 2023, the Company’s short-term investments of $ 9.0 million consisted of cash and fixed income securities.

The short-term investments are posted as collateral for the self-insured black lung related claims asserted by or on behalf of former employees of Walter Energy, Inc.

("Walter Energy") and its subsidiaries, which were assumed by the Company and relate to periods prior to March 31, 2016.

Inventories are valued at the lower of cost or net realizable value.

24 unchanged sentences

Maintenance and repair expenditures are charged to cost of sales as incurred.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Deferred Mine Development

3 unchanged sentences

Costs amortized during the production phase of a mine are capitalized into inventory and expensed to cost of sales as the coal is sold.

Coal sales revenue related to incidental production during the development phase are recorded as sales with an offset to cost of sales based on the estimated cost per ton sold for the mine when the asset is in place for its intended use.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

place for its intended use.

Amortization expense was $ 5.5 million and $ 2.3 million for the years ended December 31, 2024 and December 31, 2023, respectively, and is included in depreciation and depletion in the accompanying Statements of Operations.

No such amortization had occurred for the year ended December 31, 2022.

Owned and Leased Mineral Interests

16 unchanged sentences

For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

For some operations, adjustments to the liability are recognized as income or expense in the period the adjustment is recorded as no asset was recorded to offset the liability established during acquisition accounting related to the acquisition of certain assets of Walter Energy as the operations were idle at that time.

For some operations, adjustments to the liability are recognized as income or expense in the period the adjustment is recorded as no asset exists.

Any difference between the recorded obligation and the actual cost of reclamation is recorded in profit or loss in the period the obligation is settled.

4 unchanged sentences

When impairment indicators exist, the Company uses an estimate of the future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.

If the carrying amount of an asset or asset group exceeds its estimated future cash flows, impairment is recognized equal to the amount by which the carrying amount of the

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

asset exceeds the fair value of the asset or asset group.

If the carrying amount of an asset or asset group exceeds its estimated future cash flows, impairment is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group.

Fair value is generally determined using market quotes, if available, or a discounted cash flow approach.

The Company’s estimate of future undiscounted cash flows is based on assumptions including long-term steelmaking coal pricing forecasts, anticipated production volumes and mine operating costs for the life of the mine or estimated useful life of the asset.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Equity Award Compensation

10 unchanged sentences

Compensation expense for awards with a market condition is recognized straight-line over the derived or implied service period.

Compensation expense for equity awards is included in cost of sales (exclusive of items shown separately below) and selling, general and administrative costs in the accompanying Statements of Operations.

Compensation expense for equity awards is included in cost of sales, cost of other revenues and selling, general and administrative costs in the accompanying Statements of Operations.

Deferred Financing Costs

The costs to obtain new debt financing or amend existing financing agreements are deferred and amortized to interest expense over the life of the related indebtedness or credit facility using the straight-line method.

As of December 31, 2023 and December 31, 2022, there were $ 3.0 million and $ 4.0 million, respectively, of unamortized origination fees related to the ABL Facility (as defined in Note 13) in other long-term assets on the accompanying Balance Sheet.

As of December 31, 2023 and December 31, 2022 there were $ 3.5 million and $ 8.0 million, respectively, of unamortized deferred financing costs and debt discount, net, related to the Notes (as defined in Note 13), which is presented as a net deduction from the carrying amount of the related debt recognized in the accompanying Balance Sheet.

As of December 31, 2024 and December 31, 2023, there were $ 2.0 million and $ 3.0 million, respectively, of unamortized origination fees related to the ABL Facility (as defined in Note 13) in other long-term assets on the accompanying Balance Sheets.

See Note 6 for further disclosure related to origination fees.

As of December 31, 2024 and December 31, 2023 there were $ 2.9 million and $ 3.5 million, respectively, of unamortized deferred financing costs and debt discount, net, related to the Notes (as defined in Note 13), which is presented as a net deduction from the carrying amount of the related debt recognized in the accompanying Balance Sheets.

The Company records a tax provision for the expected tax effects of the reported results of operations.

5 unchanged sentences

The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Fair Value Measurements

2 unchanged sentences

Hierarchy levels are defined as follows:

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Quoted prices in active markets for identical assets and liabilities.

12 unchanged sentences

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires a public entity to disclose in each interim and annual reporting period the amount of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption.

It further requires a public entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Additionally, it requires a public entity to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows or financial condition.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid.

2023-09 requires a public business entity ("PBE") to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

The Company early adopted this ASU and the required disclosures are disclosed in Note 7.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

A public entity should apply the amendments in this ASU either prospectively to financials statements issued for reporting periods after the effective date of the update or retrospectively to any and all prior periods presented in the financial statements.

The Company expects this ASU to only impact our disclosures with no impacts to our results of operations, cash flows or financial condition.

Note 3— Inventories, net

4 unchanged sentences

Total inventories, net $ 207,590 $ 183,949

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 4— Prepaid Expenses and Other

12 unchanged sentences

Building and leasehold improvements 73,543 38,223

Asset retirement obligation assets 62,301 60,898

Mine development and infrastructure costs 126,266 95,021

6 unchanged sentences

Depreciation and depletion expense was $ 154.0 million, $ 127.4 million, and $ 115.3 million, for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

Construction in progress includes capitalized interest of $ 12.1 million and $ 1.4 million as of December 31, 2023 and December 31, 2022, respectively.

Construction in progress includes capitalized interest of $ 12.7 million, $ 12.1 million, and $ 1.4 million as of December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

WARRIOR MET COAL, INC.

12 unchanged sentences

Federal $ 41,112 $ 19,914 $ —

41,115 19,919 —

Federal ( 10,696 ) 51,153 143,897

3 unchanged sentences

For the year ended December 31, 2024, the Company recognized income tax expense of $ 33.1 million or an effective tax rate of 11.7 %.

The Company's federal income tax payments were $ 27.0 million in 2023 and there were no federal income tax payments in 2022 or 2021.

As of December 31, 2023, the Company has a current income tax receivable of $ 7.8 million, which is expected to be applied to estimated income tax payments in 2024.

The Company's federal income tax payments were $ 26.5 million and $ 27.0 million in 2024 and 2023, respectively, and there were no federal income tax payments in 2022.

There were no state income tax payments for any periods presented.

As of December 31, 2024, the Company has a current income tax payable of $ 7.6 million, which is included in other current liabilities in the Balance Sheets.

As of December 31, 2023, the company had a current income tax receivable of $ 7.8 million.

Total income tax expense differs from the expected tax expense (computed by multiplying the U.S.

federal statutory rate of 21% by income before income taxes) as a result of the following (in thousands):

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

For the years ended December 31,

3 unchanged sentences

Tax expense at statutory tax rate $ 59,570 21.0 % $ 115,798 21.0 % $ 164,452 21.0 %

foreign derived intangible income ( 26,077 ) ( 4.7 ) % — — % — — %

Depletion ( 21,811 ) ( 4.0 ) % ( 23,638 ) ( 3.0 ) % ( 12,227 ) ( 6.1 ) %

Executive compensation limitation 4,595 1.6 % 3,548 0.6 % 3,659 0.5 %

Foreign-derived intangible income deduction ( 12,118 ) ( 4.3 ) % ( 26,077 ) ( 4.7 ) % — — %

Percentage depletion ( 14,400 ) ( 5.1 ) % ( 21,811 ) ( 4.0 ) % ( 23,638 ) ( 3.0 ) %

State and local income tax, net of federal effect 2,370 0.8 % 1,508 0.3 % ( 2,404 ) ( 0.3 ) %

Valuation allowance on deferred tax assets ( 417 ) ( 0.1 ) % ( 4,519 ) ( 0.6 ) % 45,952 23.0 %

Section 45I marginal well credit — — % ( 87 ) — % ( 4,702 ) ( 2.4 ) %

Marginal well tax credit ( 4,943 ) ( 1.7 ) % — — % ( 87 ) — %

Other ( 2,011 ) ( 0.7 ) % ( 176 ) — % ( 176 ) — %

Tax expense recognized $ 33,063 11.7 % $ 72,790 13.2 % $ 141,806 18.1 %

The rates for all periods include a benefit related to depletion and a benefit or expense related to adjustments to the valuation allowance on deferred tax assets and Internal Revenue Code ("IRC") Section 45I marginal well credits.

For the year ended December 31, 2023, the Company recognized an income tax benefit of $ 26.1 million related to a deduction under IRC Section 250:

Foreign-Derived Intangible Income.

The Tax Cuts and Jobs Act was enacted on December 22, 2017 and enacted IRC Section 250:

FDII, which provides for among other things, a deduction of 37.5% with respect to foreign-derived intangible income.

Beginning in 2026, the deduction is reduced from 37.5% to 22.5% of foreign-derived intangible income.

The Company has historically not been eligible to claim the deduction due to the deduction being limited to taxable income and the Company's ability to utilize its net operating losses to offset taxable income.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.

The IRA contains a number of revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022.

While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Deferred Taxes

2 unchanged sentences

Significant components of the Company's deferred income tax assets and liabilities were (in thousands):

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2024 December 31, 2023

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While the Company does not believe an ownership change has occurred since April 1, 2016, because the rules under Section 382 are highly complex and actions of the Company's stockholders which are beyond its control or knowledge could impact whether an ownership change has occurred, the Company cannot give you any assurance that another Section 382 ownership change has not occurred or will not occur in the future.

As a result of the Company qualifying for the aforementioned exception, were the Company to have undergone a subsequent ownership change prior to April 1, 2018, its federal and state NOLs would effectively be reduced to zero.

Were the Company to have undergone a subsequent ownership change prior to April 1, 2018, its federal and state NOLs would effectively be reduced to zero.

An ownership change after such date would severely limit the Company's ability to utilize its federal and state NOLs and other tax attributes.

5 unchanged sentences

1 to the Rights Agreement at the 2022 Annual Meeting of Stockholders.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The Amended Rights Agreement is intended to supplement the 382 Transfer Restrictions and is designed to serve the interests of all stockholders by preserving the availability of the Company's federal and state NOLs and is similar to plans adopted by other companies with significant federal and state NOLs.

1 unchanged sentence

Initially, these Rights will not be exercisable and will trade with the shares of common stock.

If the Rights become exercisable, each Right will initially entitle stockholders to buy one one-thousandth of a share of a newly created series of preferred stock designated as “Series A Junior Participating Preferred Stock” at an exercise price of $ 159.00

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

While the Amended Rights Agreement is in effect, any person or group that acquires beneficial ownership of 4.99 % or more of the common stock or any existing stockholder who currently owns 5.00 % or more of the common stock that acquires any additional shares of common stock (such person, group or existing stockholder, an "Acquiring Person") without approval from the Board would be subject to significant dilution in their ownership interest in the Company.

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Therefore, at December 31, 2024, we have a valuation allowance against our state deferred income tax assets of approximately $ 44.7 million.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The following table shows the balance of the Company's valuation allowance and the associated activity during 2024 :

1 unchanged sentence

Beginning balance $ 41,016

Addition/(Reduction) - current tax expense/(benefit) ( 417 )

Addition - deferred income tax expense 3,658

Ending balance $ 44,674

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Uncertain Tax Positions

19 unchanged sentences

For the years ended December 31, 2024 and December 31, 2023, the change to the liability was primarily attributable to the net impact of changes in discount rates, changes in the timing of scheduled reclamation and current estimates of the costs and scope of remaining reclamation work.

For the years ended December 31, 2023 and December 31, 2022, $ 0.3 million or $ 0.01 per share and $ 1.4 million or $ 0.03 per share, respectively, of the adjustment to the liability was reflected as income in the period because there was no asset recorded to offset the adjustment to the respective liability.

For the years ended December 31, 2024 and December 31, 2023, $ 0.2 million or $ 0.01 per share and $ 0.3 million or $ 0.01 per share, respectively, of the adjustment to the liability was reflected as expense in the period because there was no asset recorded to offset the adjustment to the respective liability.

This portion of the liability relates to operations that were idle at the time of purchase accounting for the acquisition of certain assets in 2016 and no value was attributed to any asset as an offset for the asset retirement obligation.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9— Accrued Expenses

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Total accrued expenses $ 85,369 $ 81,612

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 10— Pneumoconiosis ("Black Lung") Obligations

1 unchanged sentence

Beginning on April 1, 2016 through May 31, 2018, the Company was insured under a guaranteed cost insurance policy, through a third-party insurance carrier, for black lung claims raised by any employee subsequent to the acquisition of certain assets of Walter Energy.

Beginning on June 1, 2018 through May 31, 2020, the Company had a deductible policy where the Company is responsible for the first $ 0.5 million for each black lung claim.

Since June 1, 2020, the Company has a deductible policy where the Company is responsible for the first $ 1.0 million for each black lung claim.

Beginning on June 1, 2018 through May 31, 2020 and June 1, 2020 through May 31, 2024, the Company had a deductible policy where the Company is responsible for the first $ 0.5 million and first $ 2.0 million, respectively, for each black lung claim.

Beginning June 1, 2024, the Company has a deductible policy where the Company is responsible for the first $ 2.0 million for each black lung claim.

In addition, in connection with the acquisition of certain assets of Walter Energy, the Company assumed all black lung liabilities of Walter Energy and its U.S.

1 unchanged sentence

Due to a limited operating history as a stand-alone company and as a result of being self-insured for these historical black lung claims, the Department of Labor ("DOL") required the Company to post $ 17.0 million in the form of Treasury bills or surety bonds as collateral, in addition to maintaining a black lung trust acquired in the Walter Energy acquisition.

The Company received a letter from the DOL on February 21, 2020 under its new process for self-insurance renewals that would require it to increase the amount of collateral posted to $ 39.8 million, but the Company has appealed such increase.

The Company received another letter from the DOL on December 8, 2021 requesting additional information to support its appeal of the collateral requested by the DOL.

On February 9, 2022, the DOL held a conference call with representatives from the Company related to our appeal.

On July 12, 2022, we received a decision on our appeal from the DOL lowering the amount of collateral required to be posted from $ 39.8 million to $ 28 million.

We appealed this decision.

In addition, on January 19, 2023, the DOL proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers.

The proposed rules requires, among other requirements, all self-insured operators to post security of at least 120 percent of their projected black lung liabilities.

On July 12, 2022, the Company received a decision on our appeal from the DOL lowering the amount of collateral required to be posted from $ 39.8 million to $ 28 million.

The Company appealed this decision.

In addition, on January 19, 2023, the DOL proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers, which was then subsequently revised as part of the final rules published on December 12, 2024, which became effective on January 13, 2025.

The final rules requires, among other requirements, all self-insured operators to post security of at least 100 percent of their projected black lung liabilities.

As of December 31, 2024 and December 31, 2023, the Company had $ 18.6 million of surety bonds, respectively, and $ 14.6 million and $ 9.0 million of collateral recognized as short term investments, respectively.

There were also $ 1.8 million and $ 2.1 million of assets held in a black lung trust, which is offset against the long-term portion of the black lung obligations within the Balance Sheet as of December 31, 2023 and December 31, 2022, respectively.

There were also $ 1.4 million and $ 1.8 million of assets held in a black lung trust, which is offset against the long-term portion of the black lung obligations within the Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

The estimated total black lung liabilities (net of black lung trust assets) were $ 36.6 million as of December 31, 2024, of which $ 2.2 million is classified in other current liabilities and the remainder of $ 34.5 million is shown as a long-term liability in a separate line item in the Balance Sheets.

3 unchanged sentences

The calculation uses assumptions regarding rates of successful claims, discount factors, benefit increases and mortality rates, among others.

For the years ended December 31, 2024 and December 31, 2023, the change to the liability was primarily attributable to the net impact of changes in discount rates.

For the years ended December 31, 2024 and December 31, 2023, the

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

annual evaluation resulted in expense of $ 7.3 million or $ 0.14 per share and income of $ 1.4 million or $ 0.03 per share, respectively, which is included in costs of other revenues in the Statements of Operations.

Note 11— Employee Benefit Plans

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Approximately 56.0 % of the Company's employees were represented by the UMWA as of December 31, 2024.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 12— Equity Award Plans

10 unchanged sentences

Unrecognized compensation expense related to the 2017 Equity Plan amounted to approximately $ 1.7 million as of December 31, 2024.

A summary of activity related to restricted stock unit award grants under the 2017 Equity Incentive Plan during the year ended December 31, 2023 is as follows:

A summary of activity related to restricted stock unit award grants under the 2017 Equity Incentive Plan during the years ended December 31, 2024, December 31, 2023 and December 31, 2022 is as follows:

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Shares Weighted Average Grant Date Fair Value

4 unchanged sentences

Vested ( 323,890 ) $ 21.88

Non-vested at December 31, 2022 756,063 $ 26.99

Granted 527,636 $ 29.90

Canceled ( 5,982 ) $ 36.60

Forfeited ( 324 ) $ 37.43

Vested ( 608,224 ) $ 29.10

Non-vested at December 31, 2023 669,169 $ 40.66

Granted 355,949 $ 52.02

Canceled ( 1,552 ) $ 60.39

Forfeited ( 1,449 ) $ 50.35

Vested ( 522,423 ) $ 35.04

Outstanding at December 31, 2024 499,694 $ 54.54

Performance-based restricted shares have been presented in the table above to reflect the actual shares issued based on the achievement of past performance targets.

Non-vested performance-based restricted shares granted are presented in the table above at the target number of restricted shares that would vest if the performance targets are met.

Note 13— Debt

9 unchanged sentences

1 Borrowings under the ABL Facility bear interest at a rate equal to Secured Overnight Financing Rate ("SOFR") ranging currently from 1.5 % and 2.0 %, plus a credit adjustment spread, ranging currently from 0.11448 % to 0.42826 %, or an alternate base rate plus an applicable margin, which is determined based on the average availability of the commitments under the ABL Facility, ranging from 0.5 % to 1.0 %.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The Company's minimum debt repayment schedule, excluding interest, as of December 31, 2024 is as follows (in thousands):

3 unchanged sentences

Total $ — $ — $ — $ 156,517 $ —

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

On December 6, 2021, the Company entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (the “Second Amended and Restated Credit Agreement”), by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders from time to time party thereto and Citibank, as administrative agent (in such capacity, the "Agent"), which amends and restates in its entirety the existing Amended and Restated Asset-Based Revolving Credit Agreement (as amended, the “ABL Facility”).

26 unchanged sentences

persons in transactions outside the United States in accordance with Regulation S under the Securities Act.

The Company used

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

the net proceeds of the offering of the Notes, together with cash on hand, to fund the redemption of all of the Company’s outstanding 8.00 % senior secured notes due 2024 (the “2017 Notes”), including payment of the redemption premium in connection with such redemption.

As a result, the Company recognized a loss on early extinguishment of debt of $ 9.7 million which represents the write-off of previously capitalized 2017 Notes debt issuance costs and debt discount, along with the redemption premium.

The Company used the net proceeds of the offering of the Notes, together with cash on hand, to fund the redemption of all of the Company’s outstanding 8.00 % senior secured notes due 2024 (the "Existing Notes”), including payment of the redemption premium in connection with such redemption.

The Notes will accrue interest at a rate of 7.875 % per year from December 6, 2021.

2 unchanged sentences

The Notes are fully and unconditionally guaranteed on a joint and several basis by each of the Company's direct and indirect wholly-owned domestic restricted subsidiaries that are guarantors under the ABL Facility (subject to customary release provisions).

At any time prior to December 1, 2024, the Company may redeem the Notes, in whole or in part, at a price equal to 100 % of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

The Notes are redeemable at the Company’s option, in whole or in part, from time to time, on or after December 1, 2024, at redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

At any time on or prior to December 1, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the Notes with the proceeds of certain equity offerings, at a redemption price of 108 % of the principal amount of the Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date.

The Company is also required to make offers to purchase the Notes (i) at a purchase price of 101 % of the principal amount thereof in the event it experiences specific kinds of change of control triggering events, (ii) at a purchase price of 103 % of the principal amount thereof prior to making certain restricted payments, and (iii) at a purchase price of 100 % of the principal amount thereof in the event it makes certain asset sales or dispositions and does not reinvest the net proceeds therefrom or use such net proceeds to repay certain indebtedness, in each case, plus accrued and unpaid interest, if any, to, but excluding the date of purchase .

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2023, the Company repurchased in the open market and extinguished approximately $ 8.0 million principal amount of the Notes.

5 unchanged sentences

Restricted Payment Offer

As of the Expiration Date, $ 200,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer.

As of the Expiration Date, $ 0.2 million aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer.

Pursuant to the terms of the Restricted Payment Offer:

(1) an automatic pro ration factor of 49.5674 % was applied to the $ 200,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $ 99,000 aggregate principal amount of the Notes (the “RP Pro-Rated Tendered Notes”);

(2) we accepted all $ 99,000 aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash;

(3) the remaining balance of $ 101,000 aggregate principal amount of the Notes tendered that were not RP Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(1) an automatic pro ration factor of 49.5674 % was applied to the $ 0.2 million aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $ 0.1 million aggregate principal amount of the Notes (the “RP Pro-Rated Tendered Notes”);

(2) we accepted all $ 0.1 million aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash;

(3) the remaining balance of $ 0.1 million aggregate principal amount of the Notes tendered that were not RP Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.

We consummated the Restricted Payment Offer on September 8, 2023.

Accordingly, pursuant to the terms of the Indenture, we will have the ability from time to time in the future to make one or more restricted payments (the "Proposed Restricted Payment") in the form of special dividends to holders of our common stock and/or repurchases of our common stock in the aggregate amount of up to $ 299,901,000 consistent with the terms of the Capital Allocation Policy adopted by our Board.

Accordingly, pursuant to the terms of the Indenture, we will have the ability from time to time in the future to make one or more restricted payments (the "Proposed Restricted Payment") in the form of special dividends to holders of our common stock and/or repurchases of our common stock in the aggregate amount of up to $ 299.9 million consistent with the terms of the Capital Allocation Policy adopted by our Board.

Any future Proposed Restricted Payments will be at the discretion of the Board and subject to a number of factors and there can be no assurance that we will make any Proposed Restricted Payments in the future.

As of the Expiration Date, $ 294,770,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer.

As of the Expiration Date, $ 294.8 million aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer.

Pursuant to the terms of the Tender Offer:

(1) an automatic pro ration factor of 49.6 % was applied to the $ 294,770,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Tender Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $ 146,002,000 aggregate principal amount of the Notes (the “TO Pro-Rated Tendered Notes”);

(2) we accepted all $ 146,002,000 aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash;

(3) the remaining balance of $ 148,768,000 aggregate principal amount of the Notes tendered that were not TO Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.

(1) an automatic pro ration factor of 49.6 % was applied to the $ 294.8 million aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Tender Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $ 146.0 million aggregate principal amount of the Notes (the “TO Pro-Rated Tendered Notes”);

(2) we accepted all $ 146.0 million aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash;

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(3) the remaining balance of $ 148.8 million aggregate principal amount of the Notes tendered that were not TO Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.

We consummated the Tender Offer on September 11, 2023.

18 unchanged sentences

7.25 % 7.02 %

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(1) Finance lease right-of-use assets, recorded net of accumulated amortization of $ 50.3 million and $ 38.5 million, are included in property, plant and equipment, net in the Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

10 unchanged sentences

(1) Includes leases that are for periods of 12 months or less.

Maturities of lease liabilities were as follows (in thousands):

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Maturities of lease liabilities are as follows (in thousands):

Finance Leases (1)

2025 $ 15,928

amount representing interest ( 1,159 )

4 unchanged sentences

For the year ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

Cash paid (received) for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases $ 4,613 $ 1,935

Financing cash flows from finance leases $ 32,330 $ 30,348

Financing cash outflows from finance leases $ 17,414 $ 32,330

Financing cash inflows from finance leases $ ( 4,503 ) $ —

Non-cash right-of-use assets obtained in exchange for lease obligations:

4 unchanged sentences

The Company believes that it is in substantial compliance with federal, state and local environmental laws and regulations.

The Company accrues for environmental expenses resulting from existing conditions that relate to past operations

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

when the costs are probable and can be reasonably estimated.

The Company accrues for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and can be reasonably estimated.

As of December 31, 2024 and December 31, 2023, there were no accruals for environmental matters other than asset retirement obligations for mine reclamation.

4 unchanged sentences

As of December 31, 2024 and December 31, 2023, there were no items accrued for miscellaneous litigation.

Walter Canada Settlement Proceeds

On July 15, 2015, Walter Energy and certain of its wholly owned U.S.

subsidiaries, including Jim Walter Resources, Inc.

(“JWR”) filed voluntary petitions for relief under chapter 11 of title 11 of the U.S.

Bankruptcy Code (the “Chapter 11 Cases”) in the Northern District of Alabama, Southern Division.

On December 7, 2015, Walter Energy Canada Holdings, Inc., Walter Canadian Coal Partnership and their Canadian affiliates (collectively “Walter Canada”) applied for and were granted protection under the Companies’ Creditors Arrangement Act (the “CCAA”) pursuant to an Initial Order of the Supreme Court of British Columbia.

In connection with the Company’s acquisition of certain core operating assets of Walter Energy, the Company acquired a receivable owed to Walter Energy by Walter Canada for certain shared services provided by Walter Energy to Walter Canada (the “Shared Services Claim”) and a receivable for unpaid interest owed to Walter Energy from Walter Canada in respect of a promissory note (the “Hybrid Debt Claim”).

Each of these claims were asserted by the Company in the Walter Canada CCAA proceedings.

Walter Energy deemed these receivables to be uncollectable for the year ended December 31, 2015 and the Company did not assign any value to these receivables in acquisition accounting as collectability was deemed remote.

During the year ended December 31, 2023 and December 31, 2022, the Company received approximately $ 0.2 million and $ 0.7 million, respectively, which is reflected as other income in the Statements of Operations.

The collectability of additional amounts, if any, related to the Shared Services Claim and Hybrid Debt Claim depends on the outcome of, and the timing of any resolutions of, the Walter Canada CCAA proceedings and cannot be predicted with certainty.

Commitments and Contingencies—Other

1 unchanged sentence

These agreements contain annual minimum tonnage guarantees with respect to coal transported from the mine sites to the Port of Mobile in Alabama, unloading of rail cars or barges, and the loading of vessels.

If the Company does not meet its minimum throughput obligations, which are based on annual minimum amounts, it is required to pay the transportation providers or the Alabama State Port Authority a contractually specified amount per metric ton for the difference between the actual throughput and the minimum throughput requirement.

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NOTES TO FINANCIAL STATEMENTS (Continued)

difference between the actual throughput and the minimum throughput requirement.

At December 31, 2024 and December 31, 2023, the Company had no liability recorded for minimum throughput requirements.

8 unchanged sentences

Holders of common shares are entitled to receive dividends when authorized by the Company's Board of Directors (the "Board").

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NOTES TO FINANCIAL STATEMENTS (Continued)

Stock Repurchase Program

10 unchanged sentences

The Company declared the following dividends on common shares as of the filing date of this Form 10-K:

Dividend per Share Dividends Paid Dividend Type Declaration Date Record Date Payable Date

(in millions)

Dividend per Share Dividend Type Declaration Date Record Date Payable Date

$ 0.08 Quarterly February 9, 2024 February 20, 2024 February 26, 2024

$ 0.88 $ 46.4 Special February 13, 2023 February 28, 2023 March 7, 2023

$ 0.50 Special February 9, 2024 March 1, 2024 March 7, 2024

$ 0.08 Quarterly April 25, 2024 May 6, 2024 May 13, 2024

1 unchanged sentence

$ 0.08 Quarterly October 25, 2024 November 5, 2024 November 12, 2024

$ 0.08 $ 4.2 Quarterly February 9, 2024 February 20, 2024 February 26, 2024

$ 0.50 $ 26.3 Special February 9, 2024 March 1, 2024 March 7, 2024

$ 0.08 Quarterly February 11, 2025 February 24, 2025 March 3, 2025

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NOTES TO FINANCIAL STATEMENTS (Continued)

Preferred Shares

3 unchanged sentences

future cash flows associated with the fluctuations in the price of natural gas related to the Company’s forecasted sales.

As of December 31, 2023 and December 31, 2022, the Company had no natural gas swap contracts outstanding.

As of December 31, 2024, the company had 5,500,000 metric million British thermal unit gas contracts outstanding.

As of December 31, 2023, there were no such natural gas swap contracts outstanding.

The Company’s natural gas swap contracts economically hedge certain risks but are not designated as hedges for

2 unchanged sentences

Statements of Operations.

The Company recognized a loss of $ 1.2 million and $ 27.7 million for the years ended December 31, 2023 and December 31, 2022, respectively.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The Company had an unrealized loss of $ 1.8 million for the year ended December 31, 2024 and recognized a loss of $ 1.2 million for the year ended and December 31, 2023.

Note 18— Fair Value of Financial Instruments

The following table presents information about the Company’s financial liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair value (in thousands):

Fair Value Measurements as of December 31, 2024 Using:

Level 1 Level 2 Level 3 Total

Natural gas swap contracts $ — $ 1,835 $ — $ 1,835

Fair Value Measurements as of December 31, 2023 Using:

Level 1 Level 2 Level 3 Total

Natural gas swap contracts $ — $ — $ — $ —

During the year ended December 31, 2024, there were no transfers between Level 1, Level 2 and Level 3.

The Company uses quoted dealer prices for similar contracts in active over-the-counter markets for determining fair value of Level 2 assets or liabilities.

The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Cash and cash equivalents, short-term investments, restricted cash, receivables and accounts payable— The carrying amounts reported in the Balance Sheet approximate fair value due to the short-term nature of these assets and liabilities.

Cash and cash equivalents, short-term investments, receivables and accounts payable— The carrying amounts reported in the Balance Sheet approximate fair value due to the short-term nature of these assets and liabilities.

L ong-term investments and restricted cash— The amortized cost carrying amounts reported in the Condensed Balance Sheets approximate fair value due to the nature of fixed income securities.

Debt— The Company's outstanding debt is carried at cost.

4 unchanged sentences

The computation of diluted net income per share is based on the weighted average number of shares outstanding plus the incremental shares that would be outstanding assuming issuance of restricted stock.

The number of incremental shares is calculated by applying the treasury stock method.

The number of

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

incremental shares is calculated by applying the treasury stock method.

Basic and diluted net income per share was calculated as follows (in thousands, except per share data):

25 unchanged sentences

and v) if applicable, the nature of the regulatory environment.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The Company has determined that the two operating segments are similar in both quantitative and qualitative characteristics and thus the two operating segments have been aggregated into one reportable segment.

The Company has determined that its natural gas and royalty businesses and the Blue Creek mine development did not meet the criteria in ASC 280 to be considered as operating or reportable segments.

1 unchanged sentence

The Company does not allocate all of its assets, or its depreciation and depletion expense, selling, general and administrative expenses, other post-retirement benefits, transactions costs, restructuring costs, interest expense, reorganization items, net and income tax expense by segment.

WARRIOR MET COAL, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The following tables include reconciliations of segment information to consolidated amounts (in thousands):

4 unchanged sentences

Total revenues $ 1,525,220 $ 1,676,625 $ 1,738,738

For the years ended December 31,

Segment profit

Revenue $ 1,499,980 $ 1,647,992 $ 1,707,579

Cash cost of sales (exclusive of depreciation and depletion) (1)

999,188 904,319 705,425

Other segment items (2)

8,109 5,950 5,180

Segment profit $ 492,683 $ 737,723 $ 996,974

Mining $ 1,627,857 $ 1,819,179 $ 1,845,119

All other 963,659 537,879 182,976

Total assets $ 2,591,516 $ 2,357,058 $ 2,028,095

Depreciation and depletion

Mining $ 145,229 $ 120,192 $ 108,484

All other 8,753 7,164 6,795

Total depreciation and depletion $ 153,982 $ 127,356 $ 115,279

Capital Expenditures

2 unchanged sentences

Total capital expenditures $ 457,221 $ 491,674 $ 205,242

(1) The significant expense category and amounts align with the segment-level information that is regularly reviewed by the CODM.

(2) Other segment items include non-cash charges to cost of sales (exclusive of depreciation and depletion) of asset retirement obligation accretion and valuation adjustments and stock compensation expense.

The Company evaluates the performance of its segment based on Segment Adjusted EBITDA, which is defined as net income adjusted for other revenues, cost of other revenues, depreciation and depletion, selling, general and administrative, other postretirement benefits, and certain transactions or adjustments that the CODM does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance.

Segment Adjusted EBITDA does not represent and should not be considered as an alternative to cost of sales under GAAP and may not be comparable to other similarly titled measures used by other companies.

Segment Adjusted EBITDA should not be considered as an alternative to cost of sales under GAAP and may not be comparable to other similarly titled measures used by other companies.

Below is a reconciliation of Segment Adjusted EBITDA to net income, which is its most directly comparable financial measure calculated and presented in accordance with GAAP (in thousands):

14 unchanged sentences

Interest expense ( 4,271 ) ( 17,960 ) ( 31,433 )

Income before income taxes 283,666 551,419 783,104

Income tax expense ( 33,063 ) ( 72,790 ) ( 141,806 )

1 unchanged sentence

Note 21— Subsequent Events

On February 9, 2024, the Board declared a regular quarterly cash dividend of $ 0.08 per share, which was an increase of 14 % over the regular cash dividend declared by the Board on October 24, 2023, totaling approximately $ 4.2 million, which will be paid on February 26, 2024 to stockholders of record as of the close of business on February 20, 2024.

On February 13, 2024, the Board declared a special cash dividend of $ 0.50 per share, totaling approximately $ 26.3 million, which will be paid on March 7, 2024 to stockholders of record as of the close of business on March 1, 2024.

On February 11, 2025, the Board declared a regular quarterly cash dividend of $ 0.08 per share, which will be paid on March 3, 2025 to stockholders of record as of the close of business on February 24, 2025.

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