What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-06 · 155 added, 125 removed, 429 unchanged (39% of the section changed)

9 unchanged sentences

Prepaid expenses

Other current assets

Total current assets

13 unchanged sentences

Current liabilities:

Current portion of bank debt, net

Accounts payable

15 unchanged sentences

Common stock, $ .01 par value, 100,000 shares authorized;

47,132 and 43,817 issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively

47,144 and 43,817 issued and outstanding, as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

SALES AND OPERATING REVENUES:

8 unchanged sentences

General and administrative

Gain on disposal or abandonment of assets, net

(Gain) loss on disposal or abandonment of assets, net

Total operating expenses

19 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

19 unchanged sentences

Contract liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from sale of equipment

Investment in equity method investments

Net cash used in investing activities

16 unchanged sentences

Cash paid for interest

SUPPLEMENTAL NON-CASH FLOW INFORMATION:

Non-cash change in capital expenditures included in accounts payable and prepaid expense

6 unchanged sentences

Stockholders’

Balance, March 31, 2026

Stock-based compensation

Stock issued on vesting of RSUs

Taxes paid on vesting of RSUs

Issuance costs related to ATM offering

Balance, June 30, 2026

Balance, December 31, 2025

2 unchanged sentences

Taxes paid on vesting of RSUs

Stock issued in ATM offering

Stock issued in ATM offering, net of issuance costs

Stock issued in public offering

Balance, March 31, 2026

Balance, June 30, 2026

Common Stock Issued

Stockholders’

Balance, March 31, 2025

Stock-based compensation

Taxes paid on vesting of RSUs

Balance, June 30, 2025

Balance, December 31, 2024

2 unchanged sentences

Taxes paid on vesting of RSUs

Balance, March 31, 2025

Balance, June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

9 unchanged sentences

Our operations include Hallador Power which provides accredited capacity and energy to utilities and other energy market participants through the MISO interconnection, and Sunrise which mines bituminous coal in Indiana to serve various power plants in the Midwest and Southeast United States.

All significant intercompany accounts and transactions have been eliminated.

Certain reclassifications have been made to the Company’s prior period condensed consolidated financial information to conform to the current period presentation.

These presentation changes did not impact the Company’s condensed consolidated net income (loss), consolidated cash flows, total assets, total liabilities or total stockholders’ equity.

Reclassifications

It was determined that electric sales and utilities expenses were each understated by $ 2.7 million in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026.

The understatements had no impact on net loss for the period.

These amounts have been properly reflected in our unaudited condensed consolidated statements of operations for the six months ended June 30, 2026 and are excluded from the accompanying condensed consolidated statements of operations for the three months ended June 30, 2026.

As the impacts are not considered material to the previously reported amounts, they will be corrected when we present the three months ended March 31, 2026 in our March 31, 2027 Quarterly Report on Form 10-Q.

This correction did not impact previously reported amounts of assets, liabilities, equity, net loss, or cash flows.

Certain other reclassifications have been made to the Company’s prior period condensed consolidated financial information to conform to the current period presentation.

These presentation changes did not impact the Company’s condensed consolidated net loss, consolidated cash flows, total assets, total liabilities or total stockholders’ equity.

Basis of Presentation

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information.

3 unchanged sentences

These unaudited condensed consolidated financial statements should be read in conjunction with our 2025 consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K (our “2025 10-K”).

All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Estimates and assumptions are used in accounting for, among other things, deferred income tax accounts, coal reserves, depreciation, depletion, and amortization, impairment analyses, and calculation of asset retirement obligations (“ARO”).

Estimates and assumptions are used in accounting for, among other things, deferred income tax accounts, coal reserves, depreciation, depletion, and

amortization, impairment analyses, and calculation of asset retirement obligations (“ARO”).

Actual results could differ from those estimates.

Change in Accounting Estimate

On May 1, 2026, the Company entered into a 12 -year capacity agreement with a subsidiary of a utility for planning years 2028 through 2040, as previously reported on the Company's Current Report on Form 8-K filed May 6, 2026.

As a result of this agreement, together with the Company's other long-term contracted commitments and future maintenance plans, the Company reevaluated the estimated remaining useful life of the Merom Generating Station and determined that the plant's estimated operating life should also be extended through 2040, compared to the previous estimate of 2032.

Accordingly, effective June 1, 2026, the Company extended the estimated useful lives of the plant and related assets to align with the revised remaining life of the facility.

This change was accounted for prospectively as a change in accounting estimate;

depreciation expense recorded in prior periods was not adjusted, and the remaining net book value of the affected assets is being depreciated over the revised remaining useful lives.

The effect of this change for both the three and six months ended June 30, 2026 was a decrease in depreciation expense of $ 1.2 million and a decrease in net loss of $ 1.2 million, or approximately $ 0.03 per basic and diluted share, which impacted our Electric Operations segment.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements - Adopted

The Company has adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09"), which is effective for fiscal years beginning after December 15, 2024.

ASU 2023-09 primarily requires enhanced disclosures to (1) disclose specific categories in the rate reconciliation, (2) disclose the amount of income taxes paid and expensed disaggregated by federal, state, and foreign taxes, with further disaggregation by individual jurisdictions if certain criteria are met, and (3) disclose income (loss) from continuing operations before income tax (benefit) disaggregated between domestic and foreign.

Please see “ Note 7 – Income Taxes ” for additional information.

Recent Accounting Pronouncements – Not Yet Adopted

7 unchanged sentences

Inventory is valued at the lower of cost or net realizable value (“NRV”).

Coal inventory includes NRV adjustments of $ 0.1 million as of March 31, 2026, and December 31, 2025.

Coal inventory includes NRV adjustments of $ 0.1 million as of June 30, 2026, and December 31, 2025.

During 2025, as part of the Company’s routine inventory reconciliation process, a downward adjustment of $ 2.6 million was recorded to coal inventory.

New Credit Facility

On March 5, 2026, Hallador entered into a credit agreement with Texas Capital Bank, as administrative agent, and Old National Bank, among others, that replaces the Credit Agreement with PNC Bank, National Association and includes a $ 75.0 million senior secured revolving credit facility (the "New Revolving Credit Facility") and a $ 45.0 million senior secured term loan facility (the "Delayed Draw Term Loan", and together with the New Revolving Credit Facility, the "New Credit Facility").

On March 5, 2026, Hallador entered into a credit agreement with Texas Capital Bank, as administrative agent, and Old National Bank, among others, that replaces the Credit Agreement with PNC Bank, National Association, (“PNC”) and includes a $ 75.0 million senior secured revolving credit facility (the "New Revolving Credit Facility") and a $ 45.0 million senior secured term loan facility (the "Delayed Draw Term Loan", and together with the New Revolving Credit Facility, the "New Credit Facility").

The New Revolving Credit Facility includes (i) a $ 25.0 million sub-facility for letters of credit and (ii) a $ 10.0 million sub-facility for swingline loans.

2 unchanged sentences

The New Credit Facility bears interest at a rate equal to, at the Company’s election, either a base rate or term secured overnight financing rate (“SOFR”), plus an applicable margin based upon the Company’s total leverage ratio.

Under the New Credit Facility, (A) base rate loans will bear interest at a rate equal to the greater of (i) the prime rate, (ii) the sum of the Federal Funds Rate plus one half of one percent ( 0.50 %), and (iii) the term SOFR plus one percent ( 1.00 %), in each case, plus the applicable margin for base rate loans, which ranges from 2.25 % to 2.75 %, and (B) term SOFR loans will bear interest at term SOFR, plus the applicable margin for term SOFR loans, which ranges from 3.25 % to 3.75 %.

New Credit Facility, (A) base rate loans will bear interest at a rate equal to the greater of (i) the prime rate, (ii) the sum of the Federal Funds Rate plus one half of one percent ( 0.50 %), and (iii) the term SOFR plus one percent ( 1.00 %), in each case, plus the applicable margin for base rate loans, which ranges from 2.25 % to 2.75 %, and (B) term SOFR loans will bear interest at term SOFR, plus the applicable margin for term SOFR loans, which ranges from 3.25 % to 3.75 %.

The New Credit Facility includes a commitment fee of 0.50 % on the daily unused portions of the New Revolving Credit Facility.

If the Delayed Draw Term Loan occurs, which is subject to meeting certain conditions, the principal balance of the Delayed Draw Term Loan shall be due and payable in equal quarterly installments of 2.5 % of the original principal amount of such Delayed Draw Term Loan with a final payment of the remaining balance upon maturity.

The New Credit Facility matures on March 5, 2029, and is collateralized by substantially all our assets.

When drawn, the proceeds from the New Credit Facility may be used for ongoing working capital and general corporate purposes.

The Company used borrowings from the New Credit Facility, together with cash on hand to repay the Prior Credit Agreement (as defined below) in full.

As of March 31, 2026, there were no outstanding borrowings under the New Revolving Credit Facility with $ 14.2 million in outstanding letters of credit.

There was no Delayed Draw Term Loan balance outstanding at March 31, 2026.

As of June 30, 2026, we were subject to paying the applicable SOFR plus 3.50 % on outstanding bank debt, which equates to an all-in rate of 7.11 %.

On May 15, 2026, the Company borrowed the $ 45.0 million available under the Delayed Draw Term Loan.

A portion of the proceeds was used to repay $ 8.0 million of outstanding borrowings under the New Revolving Credit Facility, with the remainder available for ongoing working capital and general corporate purposes.

The principal balance of the Delayed Draw Term Loan is due and payable in quarterly installments of 2.5 % of the original principal amount, or $ 1.1 million, commencing September 30, 2026, with a final payment of the remaining balance upon maturity on March 5, 2029.

On April 21, 2026, the Company entered into a First Amendment to the Credit Agreement, which among other things made certain administrative and technical modifications.

On June 25, 2026, the Company entered into a Second Amendment to the Credit Agreement (the "Second Amendment"), which modified certain financial covenants.

The maximum Total Leverage Ratio was amended to 4.25 to 1.0 for periods ending on or after June 30, 2026, compared to our original 4.0 to 1.0.

The maximum Senior Secured Leverage Ratio was amended to 3.00 to 1.0 for periods ending June 30, 2026 through September 30, 2026, and 2.75 to 1.0 for periods ending December 31, 2026 through March 31, 2027, returning to 2.50 to 1.0 for periods ending on or after June 30, 2027.

The Second Amendment also updated certain schedules to the Credit Agreement to reflect recently executed material agreements, including the Asset Purchase Agreement with Energy World Corporation Ltd.

The increase in our maximum permitted Total Leverage Ratio and Senior Secured Leverage Ratio under the Second Amendment was obtained, in part, to provide us with additional flexibility in connection with our anticipated financing of the turbine equipment acquisition described in “Note 14 – Commitments and Contingencies” to the condensed consolidated financial statements.

Our ability to fund the remaining purchase price and related costs, including through additional borrowings under the New Credit Facility, remains subject to compliance with these covenants, as amended, and there can be no assurance that our current covenant levels will provide sufficient capacity for that purpose or that additional covenant relief will be available if needed.

Prior Credit Agreement

4 unchanged sentences

The compensating balance was utilized to fully repay the outstanding term loan during the fourth quarter of 2025.

As of March 5, 2026, t he Company fully repaid its revolving credit facility.

As of March 5, 2026, t he Company fully repaid its revolving credit facility with PNC.

Liquidity consists of our additional borrowing capacity and unrestricted cash and cash equivalents.

As of March 31, 2026, we had additional borrowing capacity of $ 60.8 million under the New Revolving Credit Facility and total liquidity of $ 97.5 million.

Our additional borrowing capacity is net of $ 14.2 million in outstanding letters of credit as of March 31, 2026 that were required to maintain surety bonds and other credit support obligations .

Bank fees and other costs incurred in connection with the New Credit Facility totaled $ 5.8 million and are reflected in other assets on the condensed consolidated balance sheets.

These fees will be amortized over the term of the loan.

Unamortized bank fees as of March 31, 2026, and December 31, 2025, were $ 5.6 million and $ 0.3 million, respectively.

As of June 30, 2026, we had additional borrowing capacity of $ 55.3 million under the New Revolving Credit Facility and total liquidity of $ 84.2 million.

Our additional borrowing capacity is net of $ 19.7 million in outstanding letters of credit as of June 30, 2026 that were required to maintain surety bonds and other credit support obligations .

Bank fees and other costs incurred in connection with the New Credit Facility totaled $ 6.2 million and are amortized over the term of the New Credit Facility.

Upon the funding of the Delayed Draw Term Loan on May 15, 2026, unamortized fees allocated to the Delayed Draw Term Loan were reclassified from other assets to a direct deduction from the carrying amount of the Delayed Draw Term Loan.

Unamortized bank fees as of June 30, 2026, and December 31, 2025, were $ 5.6 million and $ 0.3 million, respectively, of which $ 3.5 million related to the New Revolving Credit Facility and is included in other noncurrent assets, and $ 2.1 million related to the Delayed Draw Term Loan and is presented as a reduction of bank debt in the table below.

The New Credit Facility includes a commitment fee of 0.50 % on any daily unused portions of the New Revolving Credit Facility.

10 unchanged sentences

Net bank debt

(1) Unamortized debt issuance costs of $ 1.9 million is included in other current assets and $ 3.7 million is included in other noncurrent assets on the condensed consolidated balance sheets as of March 31, 2026.

Prior to the date on which the conditions to availability of the Delayed Draw Term Loan are satisfied, our covenants include:

● Total leverage ratio – 2.50 to 1.00 stepping down to 2.25 to 1.00 in the fourth quarter 2026.

● Senior secured leverage ratio – 2.50 to 1.00 stepping down to 2.25 to 1.00 in the fourth quarter 2026.

● Minimum liquidity threshold – $ 20.0 million increasing to $ 25.0 million in the fourth quarter 2026.

● Fixed charge coverage ratio – 1.25 to 1.00.

After the conditions to availability of the Delayed Draw Term Loan are satisfied, our covenants will include:

● Total leverage ratio – 3.25 to 1.00 stepping down to 3.00 to 1.00 in the fourth quarter 2026.

● Senior secured leverage ratio – 2.00 to 1.00.

(1) Unamortized debt issuance costs related to the New Revolving Credit Facility of $ 3.5 million are included in other noncurrent assets on the condensed consolidated balance sheets as of June 30, 2026 .

Future maturities of bank debt as of June 30, 2026, are as follows (in thousands):

As of June 30, 2026 our covenants include:

● Total leverage ratio – 4.25 to 1.00

● Senior secured leverage ratio – 3.00 to 1.00 stepping down to 2.75 to 1.00 in the fourth quarter of 2026, and 2.50 to 1.00 in the second quarter of 2027.

● Fixed charge coverage ratio – 1.25 to 1.00.

As of March 31, 2026, we were in compliance with all covenants defined in the New Credit Facility.

As of June 30, 2026, we were in compliance with all covenants defined in the New Credit Facility.

Interest Rate

1 unchanged sentence

The applicable margin is determined based upon the Company's leverage ratio and the type of loan drawn.

As of March 31, 2026, we were subject to paying the applicable SOFR plus 3.50 % on any outstanding bank debt which equates to an all-in rate of 7.16 %.

As of June 30, 2026, we were subject to paying the applicable SOFR plus 3.50 % on any outstanding bank debt which equates to an all-in rate of 7.11 %.

ACCRUED LIABILITIES AND OTHER

Accrued liabilities consist of the following for the indicated dates (in thousands):

Accrued liabilities and other consist of the following for the indicated dates (in thousands):

Accrued liabilities

3 unchanged sentences

ARO - current portion

Group heath insurance

Group health insurance

Operating lease liability - current portion

4 unchanged sentences

Electric Operations

time a PPA is executed by the parties, as this is the point at which enforceable rights and obligations are established.

We concluded that for a Power Purchase Agreement (“PPA”) that is not determined to be a lease or derivative, the definition of a contract and the criteria in ASC 606, Revenue from Contracts with Customers (“ASC 606”), are met at the time a PPA is executed by the parties, as this is the point at which enforceable rights and obligations are established.

Accordingly, we concluded that a PPA that is not determined to be a lease or derivative constitutes a valid contract under ASC 606.

17 unchanged sentences

Electric Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Delivered energy (including contract liability amortization)

2 unchanged sentences

Coal Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Third party Indiana customers

10 unchanged sentences

We consider each ton of coal a separate performance obligation and allocate the transaction price using the base price per the contract, increased or decreased for quality adjustments.

The following table illustrates the balance of all current Electric and Coal Operations contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2026 and disaggregated by segment and contract duration (in thousands).

The following table illustrates the balance of all current Electric and Coal Operations contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2026 and disaggregated by segment and contract duration (in thousands).

Delivered energy revenue

2 unchanged sentences

Total revenue

(1) Certain contracted forward sales positions included above are subject to approval by the Indiana Utility Regulatory Commission.

(2) Coal Operations revenue consists of consolidated revenue excluding our intercompany revenues from Merom.

7 unchanged sentences

Payments received prior to fulfilling our performance obligations are included in contract liabilities in our condensed consolidated balance sheets.

When the Company receives customer payments more than one year in advance of the related performance obligations, in accordance with ASC 606, the Company adjusts the transaction price for the significant financing component associated with these contracts at risk adjusted market rates.

When the Company receives customer payments more than one year in advance of the related performance obligations and the financing is significant in the context of the contract, the Company adjusts the transaction price for the significant financing component associated with these contracts at risk adjusted market rates.

The resulting interest accretion is recognized as interest expense over the period between the customer payment date and the expected satisfaction of the performance obligation.

8 unchanged sentences

Revenue recognized, cash payment received in prior period

Revenue recognized, cash payment received in current period

Total contract liabilities - ending balance

For the three months ended March 31, 2026 and 2025, we recorded income taxes using an estimated annual effective tax rate based upon projected annual income (loss), forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate.

The effective tax rate for the three months ended March 31, 2026 and 2025, was approximately 5.2 % and 0 %, respectively, due to recording of a valuation allowance.

For the six months ended June 30, 2026 and 2025, we recorded income taxes using an estimated annual effective tax rate based upon projected annual income (loss), forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate.

The effective tax rate for the six months ended June 30, 2026 and 2025, was approximately 6.4 % and 0 %, respectively.

Historically, our actual effective tax rates differed from the statutory effective rate primarily due to the benefit received from statutory percentage depletion in excess of tax basis.

7 unchanged sentences

Non-vested grants as of December 31, 2025

Non-vested grants as of March 31, 2026

Stock compensation expense was $ 1.1 million for the three months ended March 31, 2026 and 2025.

Non-vested grants as of June 30, 2026

For the three and six months ended June 30, 2026, our stock compensation expense was $ 1.4 million and $ 2.5 million, respectively.

For the three and six months ended June 30, 2025, our stock compensation expense was $ 0.5 million and $ 1.6 million, respectively.

Non-vested restricted stock unit (“RSU”) grants will vest as follows (in whole shares):

As of March 31, 2026, unrecognized stock compensation expense to be recognized over the respective vesting period is $ 3.2 million, and we had 2,075,261 RSUs available for future issuance.

As of June 30, 2026, unrecognized stock compensation expense to be recognized over the respective vesting period is $ 6.9 million, and we had 1,780,478 RSUs available for future issuance.

RSUs are not allocated earnings and losses as they are considered non-participating securities.

3 unchanged sentences

The Company records a liability for self-insured risks when a loss is both probable and reasonably estimable.

The Company had no accrual for self-insurance liabilities as of March 31, 2026 or December 31, 2025.

The Company had no accrual for self-insurance liabilities as of June 30, 2026 or December 31, 2025.

The Company also self-insures for a portion of its workers’ compensation claims under a guaranteed cost program.

Under this program, the Company is responsible for the first $ 1.0 million per claim up to an aggregate of $ 4.0 million annually.

As of March 31, 2026 and December 31, 2025 the Company has restricted cash of $ 3.3 million and $ 3.0 million as of March 31, 2026 and December 31, 2025, respectively, for future workers’ compensation claim payments.

The Company had $ 4.7 million and $ 5.2 million of workers’ compensation reserve as of March 31, 2026 and December 31, 2025 , respectively, in accrued liabilities on the condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, the Company has restricted cash of $ 4.0 million and $ 3.0 million, respectively, for future workers’ compensation claim payments.

The Company had $ 5.4 million and $ 5.2 million of workers’ compensation reserve as of June 30, 2026 and December 31, 2025 , respectively, in accrued liabilities on the condensed consolidated balance sheets.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash.

The Company’s cash and cash equivalent and restricted cash balances on deposit with financial institutions total $ 43.4 million and $ 15.4 million as of March 31, 2026 and December 31, 2025, respectively, which exceeded FDIC insured limits.

The Company’s cash and cash equivalent and restricted cash balances on deposit with financial institutions totaled $ 34.9 million and $ 15.4 million as of June 30, 2026 and December 31, 2025, respectively, which exceeded FDIC insured limits.

The Company regularly monitors these institutions’ financial condition.

4 unchanged sentences

Sunrise Energy also plans to develop and explore for oil, natural gas, and coal-bed methane gas reserves on or near our underground coal reserves.

The carrying value of the investment included in our condensed consolidated balance sheets was $ 1.9 million as of March 31, 2026 and December 31, 2025.

The carrying value of the investment included in our condensed consolidated balance sheets was $ 1.7 million and $ 1.9 million as of June 30, 2026 and December 31, 2025, respectively.

The Company also owns a 50 % interest in Oaktown Gas, LLC.

Oaktown Gas, LLC operates an emission abatement project through the destruction of gases extracted from the Oaktown mines to generate carbon credits and other emissions offset credits.

The carrying value of the investment included in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, was $ 0.6 million and $ 0.7 million, respectively.

The carrying value of the investment included in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, was $ 0.6 million and $ 0.7 million, respectively.

SEGMENTS OF BUSINESS

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Our CODM reviews variable costs, as defined above, in our Electric Operations segment in order to evaluate the efficiency of that segment’s operations.

Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the three months ended March 31, 2026 (in thousands):

Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Electric Operations

Coal Operations

Electric Operations

Coal Operations

Delivered energy

Accredited capacity revenue

Electric sales

Other operating costs (1)

2 unchanged sentences

Cost of purchased power

Other operating and maintenance costs

Power margin without general and administrative

Coal margin without general and administrative

General and administrative

Segment margin without general and administrative

General and administrative

Electric Operations — Segment EBITDA

Coal Operations — Segment EBITDA

(1) Other operating costs primarily include costs for lime dust.

(2) Other operating and maintenance costs include all other operating and maintenance costs with the exceptions of those costs considered variable included in fuel and other operating costs.

Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the three months ended March 31, 2025 (in thousands):

Segment EBITDA

Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

Electric Operations

Coal Operations

Electric Operations

Coal Operations

Delivered energy

Accredited capacity revenue

Electric sales

Other operating costs (1)

2 unchanged sentences

Cost of purchased power

Other operating and maintenance costs

Power margin without general and administrative

Coal margin without general and administrative

General and administrative

Segment margin without general and administrative

General and administrative

Electric Operations — Segment EBITDA

Coal Operations — Segment EBITDA

Segment EBITDA

(1) Other operating costs primarily include costs for lime dust.

(2) Other operating and maintenance costs include all other operating and maintenance costs with the exceptions of those costs considered variable included in fuel and other operating costs.

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended March 31, 2026 (in thousands):

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended June 30, 2026 (in thousands):

Corporate and Other

9 unchanged sentences

Operating Revenue

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended March 31, 2025 (in thousands):

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended June 30, 2025 (in thousands):

Corporate and Other

9 unchanged sentences

Operating Revenue

Presented below is our reconciliation of Segment EBITDA to the most comparable GAAP account, income (loss) before income taxes for the three months ended March 31, 2026 (in thousands):

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the six months ended June 30, 2026 (in thousands):

Corporate and Other

Reconciliation of Income (Loss) before Income Taxes:

Reconciliation of Revenue:

Electric Operations

1 unchanged sentence

and Eliminations

Income (Loss) before Income Taxes

Delivered energy

Accredited capacity revenue

Other operating revenue

Depreciation, depletion and amortization

ARO accretion

Exploration costs

(Gain) loss on disposal or abandonment of assets, net

Interest income

Interest expense

Loss on extinguishment of debt

Equity method investment (loss)

Corporate — general and administrative

Segment EBITDA

Presented below is our reconciliation of Segment EBITDA to the most comparable GAAP account, income (loss) before income taxes for the three months ended March 31, 2025 (in thousands):

Coal sales (third party)

Coal sales (intercompany)

Operating Revenue

Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the six months ended June 30, 2025 (in thousands):

Corporate and Other

Reconciliation of Income (Loss) before Income Taxes:

Reconciliation of Revenue:

Electric Operations

1 unchanged sentence

and Eliminations

Income (Loss) before Income Taxes

Delivered energy

Accredited capacity revenue

Other operating revenue

Coal sales (third party)

Coal sales (intercompany)

Operating Revenue

Presented below is the summary of Segment EBITDA (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Electric Operations

Coal Operations

Total Segment EBITDA

Presented below is our reconciliation of Segment EBITDA to the most comparable GAAP account, income (loss) before income taxes (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Segment EBITDA

Other operating revenue

Depreciation, depletion and amortization

4 unchanged sentences

Interest expense

Loss on extinguishment of debt

Equity method investment (loss)

Corporate — general and administrative

Segment EBITDA

Income (Loss) before Income Taxes

Presented below are our Electric and Coal Operations assets and capital expenditures for the periods presented below (in thousands):

4 unchanged sentences

and Eliminations

Assets at March 31, 2026

Assets at June 30, 2026

Assets at December 31, 2025

Capital Expenditures for the period ending March 31, 2026

Capital Expenditures for the six months ended June 30, 2026

Capital Expenditures for the six months ended June 30, 2025

(1) Coal Operations assets include cash held on behalf of the consolidated group.

3 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a complete view of the Company's cash position.

Cash and cash equivalents included in Coal Operations assets were $ 36.3 million and $ 9.4 million as of March 31, 2026 and December 31, 2025, respectively.

Presented below are our Electric and Coal Operations assets and capital expenditures for the periods presented below (in thousands):

Corporate and Other

Other Reconciliations:

Electric Operations

Coal Operations (1)

and Eliminations

Assets at March 31, 2025

Assets at December 31, 2024

Capital Expenditures for the period ending March 31, 2025

Cash and cash equivalents included in Coal Operations assets were $ 5.6 million and $ 6.9 million as of March 31, 2025 and December 31, 2024, respectively.

Cash and cash equivalents included in Coal Operations assets were $ 28.1 million and $ 9.4 million as of June 30, 2026 and December 31, 2025, respectively.

NET INCOME (LOSS) PER SHARE

The following table (in thousands, except per share amounts) sets forth the computation of basic earnings (loss) per share for the periods presented:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Basic earnings per common share:

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The following table (in thousands, except per share amounts) sets forth the computation of diluted net income (loss) per share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Diluted earnings per common share:

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Diluted net income (loss) per share

The computation of diluted net loss per share for the three months ended March 31, 2026 excludes 389,276 potentially dilutive securities related to unvested restricted stock units as their inclusion would have been anti-dilutive.

The computation of diluted net loss per share for the three and six months ended June 30, 2026 excludes 304,598 and 284,662 , respectively, potentially dilutive securities related to unvested restricted stock units as their inclusion would have been anti-dilutive.

COMMITMENTS AND CONTINGENCIES

Asset Purchase Agreement — Turbine Equipment

On May 30, 2026, the Company entered into an Asset Purchase Agreement (the "APA") with Energy World Corporation Ltd.

(the “Seller”) to acquire approximately 460 MW of Siemens gas turbines, generators, a steam turbine, and ancillary equipment for a total purchase price of $ 350.0 million.

The Company expects to incur approximately $ 100.0 million of additional costs for transportation, refurbishment, insurance, and logistics in connection with the delivery of the equipment.

Subsequent to quarter end, the Company and the Seller agreed to extend the deadline for loading the equipment for transport to the U.S.

and to adjust the timing of certain payments to third party vendors to be made on behalf of the Seller.

The Company paid $ 8.2 million to third party vendors on behalf of the Seller during the six months ended June 30, 2026 which is included in construction work in progress on the condensed consolidated balance sheets.

An additional $ 3.0 million was paid to these vendors through July 31, 2026.

Contingencies

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During the third quarter of 2025, we transferred $ 2.7 million into an escrow account and in late 2025 the settlement terms were approved by the court.

At December 31, 2025, there were no further amounts accrued on our consolidated balance sheet related to this litigation.

At June 30, 2026, there were no further amounts accrued on our consolidated balance sheet related to this litigation.

AT MARKET AGREEMENT (“ATM”) AND CONFIDENTIALLY MARKETED PUBLIC OFFERING (“CMPO”)

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Riley Securities, Inc.

(the “Agent”), pursuant to which we may issue and sell, from time to time, shares (the “Shares”) of our common stock, par value $ 0.01 per share (the “Common Stock”), with aggregate gross proceeds of up to $ 50.0 million through an “at-the-market” equity offering program under which the Agent will act as sales agent (the “ATM Program”).

Under the Sales Agreement, we or the Agent have the right, by giving five days’ notice, to terminate the Sales Agreement in our and the Agent’s sole discretion.

(the “Agent”), pursuant to which we could issue and sell, from time to time, shares (the “Shares”) of our common stock, par value $ 0.01 per share (the “Common Stock”), with aggregate gross proceeds of up to $ 50.0 million through an “at-the-market” equity offering program under which the Agent will act as sales agent (the “ATM Program”).

Under the Sales Agreement, we or the Agent had the right, by giving five days’ notice, to terminate the Sales Agreement in our and the Agent’s sole discretion.

On December 16, 2025, the Company increased the aggregate gross sales proceeds under the ATM Program from $ 50.0 million to $ 100.0 million by amending the Sales Agreement.

During the three months ended March 31, 2026, we issued 10,832 shares of Common Stock under the ATM Program for net proceeds of $ 0.2 million.

During the first quarter of 2026, we issued 10,832 shares of Common Stock under the ATM Program for net proceeds of $ 0.2 million.

During the year ended December 31, 2025, we issued 697,227 shares of Common Stock under the ATM Program for net proceeds of $ 13.5 million.

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The Company sold a total of 3,194,444 shares of common stock, at a price to the public of $ 18.00 per share for aggregate gross proceeds of approximately $ 57.5 million, including the exercise of the underwriter’s option prior to deducting underwriting discounts, commissions, and other offering expenses of $ 3.7 million.

SUBSEQUENT EVENTS

On May 1, 2026, the Company entered into a Master Power Purchase and Sale Agreement Long-Form Confirmation Letter (the "Capacity PPA") with a subsidiary of a utility.

The Capacity PPA provides for the sale of approximately two -thirds of the Company’s accredited capacity from its Merom Generating Station, commencing in late 2028 and extending through mid-2040, and is expected to generate cumulative revenue in excess of $ 1.0 billion.

The Capacity PPA is subject to customary regulatory approvals, including approval by the Indiana Utility Regulatory Commission (“IURC”).

Completion of the IURC’s review is anticipated in the second half of 2026.

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-Q

Item 1. Financial Statements