What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-03-17 · 251 added, 176 removed, 873 unchanged (33% of the section changed)

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A summary of our risk factors is as follows:

Certain of properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.

Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical minerals.

We do not currently have rare earth elements or critical mineral reserves, and our growth prospects may be adversely affected if we are unable to successfully develop the Brook Mine into a commercial scale mine.

An increase in the global supply of rare earth element products, dumping, predatory pricing and other anti-competitive tactics taken by our competitors may materially and adversely affect our growth prospects and the price of our common stock.

Consolidation of the rare earth elements and critical minerals industry may result in increased competition.

Certain of our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.

We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows.

Our customer base is highly dependent on the steel industry.

Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.

We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing.

We do not enter into long-term coal sales contracts and as a result we are exposed to fluctuations in market pricing.

The failure to access coal preparation facilities may have a material adverse effect on our ability to produce coal for our prospective customers and to meet quality specifications.

We face uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower-than-expected revenues, higher than expected costs and decreased profitability.

A substantial or extended decline in the prices we receive for our coal could adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.

Changes in the global economic environment, inflation, rising interest rates, recessions or prolonged periods of slow economic growth, and global instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our customers and suppliers.

Increased competition or a loss of our competitive position could adversely affect sales of, or prices for, our coal, which could impair our profitability.

Our inability to acquire additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability.

The availability and reliability of transportation facilities and fluctuations in transportation costs could affect the demand for our coal or impair our ability to supply coal to prospective customers.

Any significant downtime of our major pieces of mining equipment, including any preparation plants, could impair our ability to supply coal to prospective customers and materially and adversely affect our results of operations.

Our ability to collect payments from customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us.

If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

Certain provisions in typical long-term sales contracts provide limited protection during adverse economic conditions, which may eventually result in economic penalties to us or permit the customer to terminate the contract.

Furthermore, our ability to collect payments from prospective customers could be impaired if their creditworthiness declines or if they fail to honor their contracts with us.

To maintain and grow our business, we will be required to make substantial capital expenditures.

If we are unable to obtain needed capital or financing on satisfactory terms, we may have to curtail our operations and delay our construction and growth plans, which may materially adversely affect our business, results of operations, financial condition and cash flows, and ability to pay dividends to our stockholders.

We may not be able to obtain equipment, parts and supplies in a timely manner, in sufficient quantities or at reasonable costs to support our coal mining and transportation operations.

Our operations could be adversely affected if we are unable to obtain required financial assurance, or if the costs of financial assurance increase materially.

Defects in title or loss of any leasehold interests in our properties could limit our ability to conduct mining operations on these properties or result in significant unanticipated costs.

Substantially all of our mining properties are leased from our affiliates and conflicts of interest may arise in the future as a result.

We may face restricted access to international markets in the future.

Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments.

Technology development involves significant time and expense and can be uncertain.

The current U.S.

administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.

Current and future government laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.

A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity, which could adversely affect our profitability.

We and our significant stockholders are subject to the Applicant Violator System.

The enactment of legislative and regulatory measures could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.

Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.

Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could expose us to significant costs and liabilities.

We must obtain, maintain, and renew governmental permits and approvals for mining operations, which can be a costly and time-consuming process and result in restrictions on our operations.

We and our significant stockholders are subject to the Applicant Violator System.

Federal or state regulatory agencies have the authority to order certain of our mines to be closed under certain circumstances, which could materially and adversely affect our ability to meet customer demands.

Our customers are subject to extensive existing and future laws, regulations and other legal requirements relating to protection of the environment, which could negatively impact our business and the market for our products.

Our mines are subject to stringent federal and state safety regulations that increase our cost of doing business at active operations and may place restrictions on our methods of operation.

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If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated.

Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions of any future debt instruments and by additional factors unrelated to our profitability.

Your percentage of ownership in us may be diluted in the future.

Our ability to pay dividends on our Class A common stock and our Class B common stock may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions in debt instruments and by additional factors unrelated to our profitability.

Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own shares of Class A common stock.

Our Board’s ability to reattribute businesses, assets, and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance.

Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter.

We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods.

The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company.

Our Board’s ability to reattribute businesses, assets, and expenses between Class A and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance.

The market price of Class B common stock may not reflect performance of CORE attributed to it, as we intend.

We may not pay dividends equally or at all on our classes of common stock.

Our tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock.

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The Senior Notes are unsecured and therefore are effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future and rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.

The Senior Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

Our subsidiaries conduct the substantial majority of our operations and own our operating assets.

The indentures under which the Senior Notes have been issued contain limited protection for holders of the Senior Notes.

The indentures under which the Senior Notes were issued contain limited protection for holders of the Senior Notes.

An increase in market interest rates could result in a decrease in the value of the Senior Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Senior Notes.

A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly.

We have identified a material weakness in our internal control over financial reporting, which may adversely affect the value of our common stock.

The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

If we default on obligations to pay other indebtedness, we may not be able to make payments on the Senior Notes.

A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly.

Credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

The conditional conversion feature of the 2031 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations.

The accounting method for the 2031 Convertible Senior Notes could adversely affect our reported financial condition and results.

Provisions in the 2031 Convertible Senior Notes and the Indenture governing the 2031 Convertible Senior Notes could delay or prevent an otherwise beneficial takeover of us.

The capped call transactions may affect the value of 2031 Convertible Senior Notes and Class A common stock.

We are subject to counterparty risk with respect to the capped call transactions.

Risks Related to Our Business

Our growth prospects may be adversely affected by fluctuations in demand for, and prices of, rare earth elements and critical minerals.

Changes in the level of demand for, and the market price of (including taxes and other tariffs and fees imposed upon) rare earth elements and critical minerals could significantly affect our growth prospects, which depend in large part on our ability to successfully develop the Brook Mine into a producing mine.

As is the case with any mining asset that is not yet in commercial production, there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine.

In particular, the prices for rare earth elements and critical minerals may fluctuate and are likely to be affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, inflation, fluctuation in the relative value of the U.S.

dollar against foreign currencies, shipping and other transportation and logistics costs, global and regional supply and demand for rare earth minerals and products, potential industry trends and the political and economic conditions of countries that produce and procure rare earth elements and critical minerals.

In addition, a future change in the U.S.

federal administration could result in changing policies and priorities, including with respect to trade policy and tariffs, taxes and regulation generally, all of which may have a detrimental impact on the demand for rare earth elements and critical minerals and related products.

Furthermore, supply side factors may have a significant influence on price volatility for rare earth elements and critical minerals.

Supply of rare earth elements and critical minerals is currently dominated by Chinese producers.

The Chinese Central Government regulates production via export bans, quotas and looser environmental standards compared to other countries, and, to a lesser extent, regulation of imports, and has and may continue to change such export bans, production quotas, environmental standards, and import regulations.

Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy;

however, periods of over-supply or speculative trading of rare earth elements and critical minerals can lead to significant fluctuations in the market price of such products.

A prolonged or significant economic contraction in the U.S., China, or worldwide could put downward pressure on market prices of rare earth elements and critical minerals.

Protracted periods of low prices for rare earth elements and critical minerals could significantly impact our growth prospects.

Demand for rare earth elements and critical minerals may be impacted by demand for downstream products such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronics industries.

By contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth elements and critical minerals supply and demand and ultimately to the broader markets.

Strong rare earth elements and critical minerals prices may create economic pressure to identify or create alternate technologies that ultimately could depress long-term demand for rare earth minerals and products, and at the same time may incentivize development of competing mining properties.

Based on all of the above, we cannot provide assurance that mineralization can be mined or processed profitably or that we will be able to successfully commercialize our rare earth elements and critical mineral mining capabilities.

As described in the Brook Mine – Technical Report Summary (TRS) for the Brook Mine prepared by Weir (September 17, 2025), our estimates of rare earth elements and critical minerals are reported as in-place inferred resources.

Mineral resources are not mineral reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves.

There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves in the future.

Rare earth elements and critical minerals are a new initiative for us and, as such, have required and will continue to require us to make significant investments to build out our rare earth element capabilities.

As a new facet of our business, there are heightened risks and uncertainties, and there is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine.

We have in the past pursued alternative strategies and initiatives outside the scope of our core metallurgical mining business that have not to date resulted in meaningful returns on our investment.

We have little to no demonstrated track record of commercial, operational or financial success outside of our core business, and given the

uncertainties associated with rare earth elements and critical minerals and the mining thereof, we cannot assure you that this initiative will be successful.

The pricing of and demand for rare earth element products is affected by a number of factors beyond our control, including the global macroeconomic environment and the global supply and demand for products that use rare earth elements and critical minerals.

China accounts for the significant majority of global rare earth element and critical mineral production and also dominates the manufacture of metals from rare earth elements, capabilities that are not currently present at scale in the U.S.

Over the past few years, there has been significant restructuring of the Chinese rare earth element production industry, further centralizing control over production by state-owned enterprises.

Chinese competitors may engage in predatory pricing or other behaviors designed to inhibit competition.

Any increase in the amount of rare earth element products exported from China or other nations and increased competition may adversely affect our ability to develop Brook Mine into an economically feasible producing mine or, in the future, our ability to ultimately profitably recover and sell rare earth elements and critical minerals, which could adversely impact our growth prospects and the price of our common stock.

As a result of these factors, we may not be able to compete effectively against current and future competitors.

Chinese competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities.

Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs.

If we are not able to achieve consistent product quality at our anticipated costs of production, then any strategic advantages that our competitors may have over us, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on our growth prospects and the price of our common stock.

Consolidation of the rare earth elements and critical minerals industry may result in increased competition.

Some of our competitors have made, or may make, acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages.

In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships, or strategic relationships.

We expect these trends to continue as demand for rare earth element materials increases.

Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we may have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply.

For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co.

Ltd (“China Rare Earth Group”), that accounts for more than half of China’s heavy rare earths supplies.

China Rare Earth Group has enhanced pricing power of key rare earth elements, such as dysprosium and terbium, which has brought changes to the global rare earth elements supply chain.

These competitive pressures could have a material adverse effect on our growth prospects and the price of our common stock.

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In addition, the development of our properties involves numerous regulatory, environmental, political and legal uncertainties that are beyond our control and that may cause delays in, or increase the costs associated with, their completion.

Accordingly, we may not be able to complete the development of the properties on schedule, at the budgeted cost or at all, and any delays beyond the expected development periods or increased costs above those expected to be incurred could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

incurred could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

If we are unable to complete or are substantially delayed in completing the development of any of our properties, our business, financial condition, results of operations cash flows and ability to pay dividends to our stockholders could be adversely affected.

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Renewed or continued weakness in the economic conditions of any of the industries served by prospective customers could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

Our operations may be disrupted, and our financial results may be adversely affected, by global outbreaks of contagious diseases, including COVID-19.

Global outbreaks of contagious diseases, including the December 2019 outbreak of a strain of coronavirus (“COVID-19”), have the potential to significantly and adversely impact our operations and business.

On March 11, 2020, the World Health Organization recognized COVID-19 as a global pandemic.

Pandemics or disease outbreaks such as the COVID-19 outbreak may have a variety of adverse effects on our business, including by depressing commodity prices and the market value of our securities and limiting the ability of our management to meet with potential financing sources.

Like other coal companies, our business was adversely affected by the COVID-19 pandemic and measures that were taken to mitigate its impact.

The pandemic resulted in widespread adverse impacts on our employees, customers, suppliers and other parties with whom we have business relations.

The spread of COVID-19 had a negative impact on the financial markets, which may impact our ability to obtain additional financing.

A prolonged downturn in the financial markets could have an adverse effect on our business, results of operations and ability to raise capital.

We cannot predict the full impact that future global outbreaks of contagious diseases, including COVID-19, will have on our business, cash flows, liquidity, financial condition and results of operations at this time, due to numerous uncertainties.

The ultimate impacts will depend on future developments, including, among others, the consequences of governmental and other measures designed to slow the spread of such diseases, the development of effective treatments, the duration of the outbreaks, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume.

We do not enter into long-term sales contracts for our coal, and as a result, we are exposed to fluctuations in market pricing.

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We have constructed preparation and loading facilities at our Elk Creek Complex and have recently undertaken expansion projects to increase the rates of processing and preparation.

Our Berwind Complex will remain

under development until we reach our full targeted annual coal production.

Some of the Berwind coal will continue to be washed at our active Knox Creek plant until our Berwind plant is fully up and running.

We also endeavor to purchase, relocate, and reassemble preparation plant assets at our Maben complex for future use.

Our Berwind Complex will remain under development until we reach our full targeted annual coal production.

Our failure to provide the necessary preparation, processing and loading facilities for our projects would have a material adverse effect on our operations.

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The steel industry has increased utilization of electric arc furnaces or pulverized coal injection processes, which reduce or eliminate the use of furnace coke, an intermediate product produced from metallurgical coal and, in turn, generally decreases the demand for metallurgical coal.

Many alternative technologies are designed to use lower quality coals or other sources of carbon instead of higher cost high-quality metallurgical coal.

Many alternative technologies are designed to use lower quality

coals or other sources of carbon instead of higher cost high-quality metallurgical coal.

While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal.

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future operating costs, including the cost of materials, and capital expenditures.

Each of the factors that impacts reserve estimation may vary considerably from the assumptions used in estimating the reserves.

Each of the factors that impact reserve estimation may vary considerably from the assumptions used in estimating the reserves.

For these reasons, estimates of coal reserves may vary substantially.

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We regularly use contractors in the development of our mines.

Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them.

Timely and cost-effective completion of the development of our properties, including necessary facilities and infrastructure, in compliance with agreed specifications

is central to our business strategy and is highly dependent on the performance of our contractors under the agreements with them.

Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of our properties, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment.

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Additionally, North American steel producers face competition from foreign steel producers, which could adversely impact the financial condition and business of our prospective customers.

We cannot assure you that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or other arrangements.

We cannot assure you that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or

other arrangements.

Coal is sold internationally in U.S.

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Although we maintain insurance for a number of risks and hazards, we may not be insured or fully insured, and we may not be able to recover under our insurance policies, against the losses or liabilities that could arise from a significant accident in our future coal operations.

We may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented.

We may elect not to obtain insurance for any or all of these risks if we

believe that the cost of available insurance is excessive relative to the risks presented.

In addition, pollution, contamination and environmental risks generally are not fully insurable.

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In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

Our operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.

Currently, all of our active operations are conducted in a single geographic region in the eastern United States in the Appalachian basin.

disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.

Our revenue generating operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.

Currently, all of our active revenue generating operations are conducted in a single geographic region in the eastern United States in the Appalachian basin.

The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.

If any of these factors were to impact the region in which we operate more than other coal producing regions, our business, financial condition, results of operations and cash flows will be adversely affected relative to other mining companies that have a more geographically diversified asset portfolio.

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We depend on several major pieces of mining equipment to produce and transport our coal, including, but not limited to, underground continuous mining units and coal conveying systems, surface mining equipment such as highwall miners, front-end loaders and coal overburden haul trucks, preparation plants and related facilities, conveyors and transloading facilities.

and transloading facilities.

If any of these pieces of equipment or facilities suffered major damage or were destroyed by fire, abnormal wear, flooding, incorrect operation or otherwise, we may be unable to replace or repair them in a timely manner or at a reasonable cost, which would impact our ability to produce and transport coal and materially and adversely affect our business, results of operations, financial condition and cash flows.

Moreover, the MSHA and other regulatory agencies sometimes make changes with regards to requirements for pieces of equipment.

Moreover, the MSHA and other regulatory agencies sometimes make changes with regard to requirements for pieces of equipment.

Such changes could cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines.

If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or is destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.

For example, in late-2018, we experienced a partial structural failure at one of the raw coal storage silos that feeds our Elk Creek plant in West Virginia, which idled our Elk Creek preparation plant for approximately one month.

We also experienced a methane ignition at the Berwind No.

1 mine in the third quarter of 2022, which required the mine to be idled until production was restarted in the first quarter of 2023.

If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or are destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.

If customers do not enter into, extend or honor contracts with us, our profitability could be adversely affected.

Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase

(which are typically short-term orders having terms of one year or less).

If we are unable to successfully test our coals or enter into new contracts for the sale of our coal, our ability to achieve profitability would be materially adversely affected.

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In addition, if customers refuse to accept shipments of our coal that they have a contractual obligation to purchase, our revenues will decrease, and we may have to reduce production at our mines until prospective customers’ contractual obligations are honored.

Our inability to collect payment from counterparties to our sales contracts may materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

Our inability to collect payment from counterparties to our sales contracts may

materially adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

We may be unsuccessful in integrating the operations of any future acquisitions, including acquisitions involving new lines of business, with our existing operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.

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Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk.

Also, following an acquisition, we may discover previously unknown liabilities

associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.

Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.

If an acquired business or new line of business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be materially adversely affected.

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Using cash from our operations will reduce cash available for maintaining or increasing our operating activities and paying dividends to our stockholders.

Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control, such as the COVID-19 pandemic.

In addition, incurring debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder dilution.

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If the price of steel or other materials increases substantially or if the value of the U.S.

dollar declines relative to foreign currencies

with respect to certain imported supplies or other products, our operating expenses could increase.

dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses could increase.

Any of the foregoing events could materially and adversely impact our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

We experienced rail-related constraints in 2022, which led to higher coal inventory levels at December 31, 2022.

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.

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Federal and state laws require financial assurance to secure our permit obligations including to reclaim lands used for mining, to pay federal and state workers’ compensation and black lung benefits, and to satisfy other miscellaneous obligations.

The changes in the market for coal used to generate electricity in recent years have led to bankruptcies involving prominent coal producers.

Several of these companies relied on self-bonding to guarantee their responsibilities under the SMCRA permits including for reclamation.

In response to these bankruptcies, the OSMRE issued a Policy Advisory in August 2016 to state agencies that was intended to discourage authorized states from approving self-bonding arrangements.

Although the Policy Advisory was rescinded in October 2017, certain states, including Virginia, had previously announced that it would no longer accept self-bonding to secure reclamation obligations under the state mining laws.

Individually and collectively, these and future revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance.

Individually and collectively, revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance.

We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities.

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The cost of purchasing a producing horizontal or vertical well could be substantial.

Horizontal wells with multiple laterals extending from the well pad may access larger

oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.

Horizontal wells with multiple laterals extending from the well pad may access larger oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.

The cost associated with purchasing oil and natural gas wells that are in the path of our coal mining activities may make mining through those wells uneconomical, thereby effectively causing a loss of significant portions of our coal reserves, which could materially and adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.

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The demand for skilled employees sometimes causes a significant constriction of the labor supply resulting in higher labor costs.

When met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating

efficiency and costs.

When met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating efficiency and costs.

In the event there is a shortage of experienced labor, it could have an adverse impact on our labor productivity and our ability to expand production in the event there is an increase in the demand for our coal.

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If we have unabated violations of the SMCRA or its state law counterparts, have a coal mining permit suspended or revoked, or forfeit a reclamation bond, we and our “owners and controllers,” as discussed above, may be prohibited from obtaining new coal mining permits, or amendments to existing permits, until such violations of law are corrected.

This is known as being “permit-blocked.” Additionally, Yorktown and Mr.

Atkins are each currently deemed an “owner or controller” of a number of other mining companies;

as such, we could be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us.

This is known as being “permit-blocked.” Additionally, Yorktown is deemed an “owner or controller” of a number of other mining companies;

as such, we could

be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us.

This could adversely affect production from our properties.

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Our intellectual property rights may be challenged, invalidated or circumvented by third parties.

We may not be able to prevent the unauthorized disclosure or use of our technical

knowledge or other trade secrets by employees or competitors.

We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors.

Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.

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Risks Related to Environmental, Health, Safety and Other Regulations

Current or future U.S.

administrations and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.

After the Trump administration’s first withdrawal from the Paris Agreement, which was effective in November 2020, the Biden administration announced reentry of the U.S.

into the Paris Agreement in February 2021, along with a new “nationally determined contribution” for U.S.

GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030.

At the international level, the United States’ position on the Paris Agreement has shifted repeatedly, creating policy uncertainty with direct implications.

joined the Paris framework in 2016, withdrew in 2020, reentered in early 2021, and began another withdrawal in 2025 that was finalized on January 27, 2026.

also participated in various U.N.

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Various state and local governments also publicly committed to furthering the goals of the Paris Agreement.

In January 2025, the second Trump administration announced the withdrawal from the Paris Agreement by the U.S.

for a second time.

The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments.

In federal legislation, the 2021 infrastructure law funded climate resilience and clean energy/transportation investments, though certain climate-focused elements were subsequently curtailed by the 2025 One Big Beautiful Bill Act.

In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law.

The Inflation Reduction Act provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.

In addition, the Biden administration took various measures to unwind a number of regulatory rollbacks enacted or proposed by the first Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul.

In addition, the Biden administration also rolled back certain changes to the CCR made by the first Trump administration.

In January 2022, the EPA announced several actions with respect to the coal combustion residuals rules, including reiterating that surface impoundments cannot be closed with coal ash in contact with groundwater (in connection with the proposed denial of closure deadline extensions due to failure of a permittee to demonstrate compliance with coal combustion residuals rules – the EPA took final action to deny the request in November 2022) and establishing a federal permitting scheme for the disposal of coal ash and establish regulations for legacy coal ash surface impoundments.

While it is currently anticipated that the second Trump administration will again roll back certain environmental regulations, the extent and timing of such changes is unknown, and future administrations may again reverse policies or changes adopted by the second Trump administration.

The Biden administration moved to unwind several regulatory rollbacks enacted or proposed by the first Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul.

In January 2022, the EPA announced coal combustion residuals rules reiterating that surface impoundments cannot be closed with coal ash in contact with groundwater and establishing a federal permitting scheme for the disposal of coal ash and establishing regulations for legacy coal ash surface impoundments and certain other non-impoundment CCR units.

The second Trump administration has, in some instances, proposed and in others finalized efforts to reinstate prior rollbacks and pursue additional repeals and restrictions across these regimes.

The full extent and timing of such changes is unknown, and future administrations may again reverse policies or changes adopted by the second Trump administration.

New, more stringent legislation or regulations related to the protection of the environment, health and safety or the reduction of greenhouse gas emissions, as well as changes in the interpretation and enforcement of such laws and regulations, may require us or our customers to change operations significantly or incur increased costs, which may adversely affect our mining operations, cost structure or our customers’ ability to use coal.

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There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs.

Numerous reports, such as Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues.

Numerous reports, such as the Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues.

There are three primary sources of GHGs associated with the coal industry.

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Such initiatives, as well as increasing public attention to climate change more generally, could also result in direct regulation of the GHGs produced by our operations or increase the potential for governmental investigations or litigation.

See “Business—Environmental and Other Regulatory Matters—Global Climate Change.”

See “Business—Environmental, Health and Safety and Other Regulatory Matters—Global Climate Change.”

At present, we are principally focused on metallurgical coal production, which is not used in connection with the production of power generation.

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The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants.

Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.

emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.

We or prospective customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emission standards, and new legislation, regulations or international agreements in the future could otherwise result in increased costs to operate and maintain our or our customers’ facilities, capital expenditures to install other emission controls at our or our customers’ facilities, and costs to administer and manage any potential climate-related reporting or greenhouse gas emissions trading or tax programs.

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These include those legal requirements that govern discharges or emissions of materials into the environment, the management and disposal of substances and wastes, including hazardous wastes, the cleanup of contaminated sites, threatened and endangered plant and wildlife protection, reclamation and restoration of mining properties after mining is completed, mitigation and restoration of streams or other waters, the protection of drinking water, assessment of the environmental impacts of mining, monitoring and reporting requirements, the installation of various safety equipment in our mines, remediation of impacts of surface subsidence from underground mining, and work practices related to employee health and safety.

See “Business—Environmental and Other Regulatory Matters.” Examples include laws and regulations relating to:

See “Business—Environmental, Health and Safety and Other Regulatory Matters.” Examples include laws and regulations relating to:

occupational health and safety;

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In addition, there is the possibility that we could incur substantial costs as a result of violations of environmental laws, judicial interpretations of or rulings on environmental laws or permits, or in connection with the investigation and remediation of environmental contamination.

For example, the EPA and several of the states where we operate have, or intend to, propose revised recommended aquatic life criteria for discharges of selenium regulated under the CWA, which may be more stringent than current criteria.

The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on January 3, 2022.

Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including those related to discharges of selenium, could further affect our costs or limit our operations.

See “Business—Environmental and Other Regulatory Matters.”

Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including, for example, those related to discharges of selenium, could further affect our costs or limit our operations.

See “Business—Environmental, Health and Safety and Other Regulatory Matters.”

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These delays or denials of environmental permits needed for mining could reduce our production and materially, adversely impact our cash flow and results of operations.

Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain a NPDES permit from the appropriate state or federal permitting authority.

Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain an NPDES permit from the appropriate state or federal permitting authority.

NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges.

Changes and proposed changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions.

See “Business—Environmental and Other Regulatory Matters—Clean Water Act.”

See “Business—Environmental, Health and Safety and Other Regulatory Matters—Clean Water Act.”

Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.

As a result of challenges like these, the permits we need may not be issued or renewed in a timely fashion or issued or renewed at all, or permits issued or renewed may not be maintained, may be challenged or may be conditioned in a manner that may restrict our ability to efficiently and economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability.

economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability.

Permitting rules may also require, under certain circumstances, that we obtain surface-owner consent if the surface estate has been severed from the mineral estate.

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More costly and stringent environmental regulations could adversely impact the operations of our customers, which could in turn adversely impact our business.

A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these rules.

A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these and other rules.

In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.

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In addition, our coke plant and steelmaking customers may face increased operational costs as a result of higher electric costs.

See “Business—Environmental and Other Regulatory Matters.”

Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, state and federal mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal.

See “Business—Environmental, Health and Safety and Other Regulatory Matters.”

Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, governmental mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal.

Many states, including Pennsylvania and Virginia, have enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power.

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For example, Greenpeace International filed a letter with the SEC alleging that one coal mining company’s filings relating to a proposed public offering of securities may contain incomplete and misleading disclosures regarding the risks of investing in the coal market.

On another occasion, the

Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business.

On another occasion, the Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business.

Other groups have objected to our RAM No.

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Other activist campaigns have urged companies to cease financing coal-driven businesses.

A number of investors and asset managers have enacted such policies as a result, including by beginning to exit investments that present high sustainability-related risks, such as thermal coal producers.

A number of investors and asset managers have enacted such policies as a result, including by beginning to exit investments that

present high sustainability-related risks, such as thermal coal producers.

The impact of such efforts may adversely affect the demand for and price of securities issued by us and impact our access to the capital and financial markets.

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The MINE Act and MINER Act, and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.

The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control,

communications, emergency response procedures, and other matters.

MSHA regularly inspects mines to ensure compliance with regulations promulgated under the MINE Act and MINER Act.

In addition, Pennsylvania, West Virginia, and Virginia all have similar programs for mine safety and health regulation and enforcement.

In addition, Pennsylvania, West Virginia, Virginia and Wyoming all have similar programs for mine safety and health regulation and enforcement.

The various requirements mandated by federal and state statutes, rules, and regulations may place restrictions on our methods of operation and potentially result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity.

In addition, government inspectors have the authority to issue orders to shut down our operations based on safety considerations under certain circumstances, such as imminent dangers, accidents, failures to abate violations, and unwarrantable failures to comply with mandatory safety standards.

See “Business—Environmental and Other Regulatory Matters—Mine Safety and Health.”

See “Business—Environmental, Health and Safety and Other Regulatory Matters—Mine Safety and Health.”

The regulations enacted under the MINE Act and MINER Act, as well as under similar state acts are routinely expanded, raising compliance costs and increasing potential liability.

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Under the amendments, a miner with at least fifteen years of underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung.

The other amendment provides that the surviving spouse of a miner who was collecting federal black lung benefits at the time of his death is entitled to a continuation of those benefits.

The other amendment provides that the surviving spouse of a miner who was collecting federal black lung

benefits at the time of his death is entitled to a continuation of those benefits.

These changes could have a material impact on our costs expended in association with the federal black lung program.

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Our operations are located in states which have achieved primary jurisdiction for enforcement of the SMCRA through approved state programs.

See “Business—Environmental and Other Regulatory Matters.”

See “Business—Environmental, Health and Safety and Other Regulatory Matters.”

In addition, the SMCRA imposes a reclamation fee on all current mining operations, the proceeds of which are deposited in the AML Fund, which is used to restore unreclaimed and abandoned mine lands mined before 1977.

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We have paid quarterly dividends in the past and may pay additional special and regular quarterly dividends in the future.

We have paid quarterly dividends at various times in the past and may pay additional special and regular quarterly dividends in the future.

Our ability to pay dividends is subject to the discretion of our board of directors and the requirements of applicable law.

The timing and amount of dividends declared will depend on, among other things:

(a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends.

(a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends.

The metallurgical coal industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

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In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends.

In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (b) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us.

As a result of these and the other factors mentioned above, we can give no assurance that dividends will be paid in the future.

As of December 31, 2022, we ceased being an emerging growth company and, as a result, we have incurred and expect to continue to incur significant additional legal and financial compliance costs by complying with increased disclosure and governance requirements.

As of December 31, 2022, as a result of our market capitalization as of June 30, 2022, we became an accelerated filer and ceased being an emerging growth company.

Therefore, we are subject to certain requirements that apply to other public companies but did not previously apply to us due to our status as an emerging growth company.

These requirements include:

the provisions of Section 404 requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;

the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act;

the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act.

We have already incurred significant additional legal and financial compliance costs in connection with our loss of emerging growth company status.

We expect that our compliance with these additional requirements, including the provisions of Section 404, will continue to substantially increase our legal and financial compliance costs and make some activities more time consuming and costly.

Your percentage of ownership in us may be diluted in the future.

Your percentage of ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees, the conversion of our 2031 Convertible Senior Notes into Class A common stock, and the conversion of our Class B common stock into Class A common stock.

Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock.

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These additional awards will have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stock and Class B common stock.

In addition, our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.

The issuance of shares of our Class A common stock upon conversion of the 2031 Convertible Senior Notes will dilute the ownership interests of our stockholders and have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock.

Our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) permits our Board, in its sole discretion, to convert all of the outstanding shares of Class B common stock into shares of Class A common stock based on an exchange ratio determined by a 20-day trailing VWAP for each class of stock.

Such conversion of

Class B common stock into Class A common stock could have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stock.

In addition, our Amended Charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.

The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Class A common stock and Class B common stock.

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establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Our Amended Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws.

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Alternatively, if a court were to find these provisions of our Amended Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

We have identified a material weakness in our internal control over financial reporting.

Our systems and procedures for internal control over financial reporting and the disclosure controls related to them have, and may have in the future, material weaknesses, which may adversely affect the value of our common stock.

We are responsible for maintaining systems and documentation necessary to evaluate the effectiveness of our internal control over financial reporting.

These activities may divert management’s attention from other business concerns.

As described in Part II, Item 9A, “Controls and Procedures” in this Annual Report, we have determined that certain of our internal control over financial reporting have material weakness.

If we are unable to correct those issues in a timely fashion, or if other internal control issues arise, there could be a material adverse effect on our business, financial condition, results of operations and cash flows, and investors could lose confidence in our reported results, thus affecting our ability to finance our business.

To maintain and improve our controls and procedures, we must commit significant resources, may be required to hire additional staff and will need to continue to provide effective management oversight, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The material weakness will not be considered remediated until enhanced controls are implemented and operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

We can give no assurance that the measures we take to remediate the material weakness will be effective.

If we fail to maintain an effective system of internal controls, such failure could cause investors to lose confidence in our reported financial information, which could harm our business and have a material adverse effect on the price of our common stock.

As described in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness in our internal controls over financial reporting related to an insufficiency of appropriately qualified and trained professionals to perform certain control activities necessary to achieve our control objectives.

The Company implemented remediation efforts during 2025 to address the material weakness and completed the testing of the design and operating effectiveness of the respective controls.

As of December 31, 2025, we concluded that the controls are adequately designed, implemented, and have operated effectively for a sufficient period of time to remediate this previously reported material weakness.

Therefore, we concluded that the previously identified material weakness has been remediated as of December 31, 2025.

However, our remedial actions may not prevent this or similar weaknesses from occurring in the future.

We are required to comply with a variety of reporting, accounting and other rules and regulations.

As a result, we maintain a system of internal control over financial reporting, but there are limitations inherent in internal control systems and significant deficiencies or material weaknesses are possible.

A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be appropriate relative to their costs.

Furthermore, compliance with existing requirements is expensive and we may need to implement additional finance and accounting and other systems, procedures and controls to satisfy our reporting requirements.

If our internal control over financial reporting is determined to be ineffective, or if we are unable to appropriately or timely remediate any such effectiveness, such failure could cause investors to lose confidence in our reported financial information, negatively affect the market price of our common stock, subject us to regulatory investigations and penalties, require us to expend significant resources to remediate the deficiencies, impair our access to capital and otherwise materially adversely impact us.

Risks Related to Our Class B Common Stock Structure

Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if a holder does not own shares of Class A common stock.

We retain legal title to all of our assets and our tracking stock capitalization does not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules.

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The market price of the Class B common stock may be materially affected by, among other things:

actual or anticipated fluctuations CORE’s operating results;

actual or anticipated fluctuations in CORE’s operating results;

potential acquisition activity by the Company (regardless of the class to which it is attributed) or the companies in which we invest;

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Our Class B common stock is not issued by a separate entity and thus holders of Class B common stock do not have the right to elect a separate board of directors.

As a result, the Company’s officers and directors owe fiduciary duties to the Company as a whole and all of our stockholders as opposed to only holders of a particular class of common stock.

As a result, the Company’s officers and directors owe fiduciary duties to the

Company as a whole and all of our stockholders as opposed to only holders of a particular class of common stock.

Decisions deemed to be in the best interest of the Company and all of our stockholders may not be in the best interest of a particular class of common stock when considered independently.

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Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets.

The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing

alternatives, corporate opportunities and similar items.

Such determinations are in the sole discretion of our Board and our Board may at any time change or make exceptions to the relationship between CORE and Ramaco Resources.

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Stockholders will not vote on how to attribute consideration received in connection with a merger involving the Company among holders of Class A common stock and Class B common stock.

Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation.

Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be distributed to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation.

Consistent with applicable principles of applicable law, our Board will seek to divide the type and amount of consideration received in a merger or consolidation involving the Company among holders of Class A common stock and Class B common stock in a fair manner.

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As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Class B common stock would receive upon a sale of all or substantially all of the assets of CORE.

addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.

In addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.

Further, there is no requirement that the consideration paid be tax-free to the holders of Class B common stock.

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Hence, the assets to be distributed to a holder of either class of common stock upon a liquidation, dissolution or winding up of Ramaco Resources will have nothing to do with the value of the assets attributed to the class of common stock or to changes in the relative value of the Class B common stock over time.

Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of an investment in the Class B common stock and possibly diluting the economic interest in the Company of Class B common stock holders, which could result in a loss in value to such holders.

Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of an investment in the Class B common stock and possibly diluting the economic interest in the Company of Class B common stockholders, which could result in a loss in value to such holders.

Our Amended Charter permits our Board, in its sole discretion, to convert all of the outstanding shares of Class B common stock into shares of Class A common stock based on an exchange ratio determined by a 20-day trailing VWAP for each class of stock.

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If CORE were a separate independent company, any person interested in acquiring CORE without negotiating with management could seek control of that class by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest.

with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.

Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.

The existence of different classes of common stock could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have a capital structure similar to ours.

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the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our Board to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company.

Risks Related to Our Senior Notes

Risks Related to Our Senior Notes (including 2031 Convertible Senior Notes)

The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.

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If new debt is added to our current debt levels, the related risks that we now face could intensify.

Our level of indebtedness could have important consequences to our stockholders and holders of our Senior Note, because:

Our level of indebtedness could have important consequences to our stockholders and holders of our Senior Notes, because:

it could affect our ability to satisfy our financial obligations, including those relating to the Senior Notes;

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If we fail to make a payment on the Senior Notes, we could be in default on the Senior Notes, and this default could cause us to be in default on other indebtedness, to the extent outstanding.

Conversely, a default under any other indebtedness, if not waived, could result in

acceleration of the debt outstanding under the related agreement and entitle the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.

In addition, such default or acceleration may result in an event of default and acceleration of other indebtedness of the Company, entitling the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.

Conversely, a default under any other indebtedness, if not waived, could result in acceleration of the debt outstanding under the related agreement and entitle the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.

In addition, such default or acceleration may, subject to certain thresholds, result in an event of default and acceleration of the Senior Notes and of other indebtedness of the Company, entitling the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.

If a judgment is obtained by any such holders, such holders could seek to collect on such judgment from the assets of the Company.

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Even if new financing were then available, it may not be on terms that are acceptable to us.

However, no event of default under the Senior Notes would result from a default or acceleration of, or suit, other exercise of remedies or collection proceeding by holders of, our other outstanding debt, if any.

As a result, all or substantially all of our assets may be used to satisfy claims of holders of our other outstanding debt, if any, without the holders of the Senior Notes having any rights to such assets.

The indentures governing the Senior Notes do not restrict our ability to incur additional indebtedness.

Our future indebtedness could adversely affect our business, financial condition, results of operations, and ability to meet our payment obligations under the Senior Notes and our other debt.

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The Senior Notes are not secured by any of our assets or any of the assets of our subsidiaries.

As a result, the Senior Notes are effectively subordinated to any secured indebtedness that we or our subsidiaries have currently

outstanding, including indebtedness under our Revolving Credit Facility, equipment loans, and insurance financing arrangements, or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness.

As a result, the Senior Notes are effectively subordinated to any secured indebtedness that we or our subsidiaries currently have outstanding, including indebtedness under our Revolving Credit Facility, equipment loans, and insurance financing arrangements, or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness.

The indentures governing the Senior Notes do not prohibit us or our subsidiaries from incurring additional secured (or unsecured) indebtedness in the future.

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The indentures under which the Senior Notes have been issued offer limited protection to holders of the Senior Notes.

The terms of the indentures and the Senior Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact holders of the Senior Notes.

In particular, the terms of the indentures and the Senior Notes do not place any restrictions on our or our subsidiaries’ ability to:

issue debt securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Senior Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Senior Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Senior Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Senior Notes with respect to the assets of our subsidiaries;

payment to the Senior Notes to the extent of the value of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Senior Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Senior Notes with respect to the assets of our subsidiaries;

pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities subordinated in right of payment to the Senior Notes;

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Any default under the agreements governing our indebtedness, including a default under any future credit facility or other indebtedness to which we may be a party that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Senior Notes and substantially decrease the market value of the Senior Notes.

If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness, including the Senior Notes.

In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lender under any future credit facility or other debt we may incur in the future could elect to terminate its commitment, cease making further loans and institute foreclosure proceedings against our assets, and we

could be forced into bankruptcy or liquidation.

If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and

interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness, including the Senior Notes.

In addition, any such default may constitute a default under the Senior Notes, which could further limit our ability to repay our debt, including the Senior Notes.

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Because any future credit facilities will likely have customary cross-default provisions, if the indebtedness under the Senior Notes or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.

Our credit ratings, if any, are an assessment by rating agencies of our ability to pay our debts when due.

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There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agency if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our company, so warrant.

The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

Credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

Credit ratings only reflect the views of the issuing rating agency or agencies, and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

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If we issue other securities with a credit rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the market value of the Senior Notes.

The conditional conversion feature of the 2031 Convertible Senior Notes, if triggered, may adversely affect our financial condition and results of operations.

In the event the conditional conversion feature of the 2031 Convertible Senior Notes is triggered, noteholders will be entitled to convert the 2031 Convertible Senior Notes at any time during specified periods at their option.

If one or more holders elect to convert their 2031 Convertible Senior Notes, we may, to the extent permitted by, and subject to compliance with the terms of, the agreement governing the Revolving Credit Facility and our other indebtedness in existence at such time, settle a portion or all of our conversion obligation in cash, shares of our Class A common stock, or a combination of cash and shares, at our election and in accordance with the Indenture, and any cash paid could adversely affect our liquidity.

The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the 2031 Convertible Senior Notes.

We may conduct future offerings of our Class A common stock, preferred stock, or other securities that are convertible into, or exercisable or exchangeable for, our Class A common stock to finance our operations, fund acquisitions, or for other purposes.

The sale of shares of our Class A common stock or other securities that are convertible into or exercisable for our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In addition, upon conversion of the 2031 Convertible Senior Notes, we will pay consideration that consists of cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock (together with cash in lieu of any fractional shares, if applicable), at our election.

These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

The Indenture governing the 2031 Convertible Senior Notes does not restrict our ability to issue additional equity securities.

If we issue additional shares of our Class A common stock or rights to acquire shares of our Class A common stock, if any of our existing stockholders sells a substantial amount of our Class A common stock, or if the market perceives that such issuances or sales may occur, then the trading price of our Class A common stock, and, accordingly, the 2031 Convertible Senior Notes may significantly decline.

In addition, our issuance of additional shares of Class A common stock will dilute the ownership interests of our existing common stockholders, including noteholders who have received shares of our Class A common stock upon conversion of their 2031 Convertible Senior Notes, and any Class A common stock issued upon conversion of the 2031 Convertible Senior Notes may dilute the interests of our existing common stockholders.

The accounting method for the 2031 Convertible Senior Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the 2031 Convertible Senior Notes on our balance sheet, accruing interest expense for the 2031 Convertible Senior Notes and reflecting the underlying shares of our Class A common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

In accordance with applicable accounting standards, the 2031 Convertible Senior Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the 2031 Convertible Senior Notes, net of issuance costs.

The issuance costs are treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the 2031 Convertible Senior Notes resulting in lower reported income.

In addition, the potential dilutive shares underlying the 2031 Convertible Senior Notes are reflected in our diluted earnings per share using the “if converted” method.

The denominator of diluted earnings per share for the 2031 Convertible Senior Notes is determined by multiplying the principal amount of the 2031 Convertible Senior Notes by the applicable conversion rate for the reporting period.

The after-tax interest expense associated with the 2031 Convertible Senior Notes is added back to the numerator of the diluted earnings per share calculation for these purposes.

However, if reflecting the 2031 Convertible Senior Notes in diluted earnings per share in this manner is anti-dilutive, then the shares underlying the 2031 Convertible Senior Notes will not be reflected in our diluted earnings per share.

The application of the if-converted method may reduce our reported diluted earnings per share, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the 2031 Convertible Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2031 Convertible Senior Notes as a current, rather than a long-term liability.

This reclassification could be required even if no noteholders convert their 2031 Convertible Senior Notes and could materially reduce our reported working capital.

Provisions in the 2031 Convertible Senior Notes and the Indenture governing the 2031 Convertible Senior Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the 2031 Convertible Senior Notes and its Indenture could make a third-party attempt to acquire us more difficult or expensive.

For example, if a takeover constitutes a “fundamental change,” then noteholders will have the right to require us to repurchase their 2031 Convertible Senior Notes for cash.

In addition, if a takeover constitutes a “make-whole fundamental change” (as defined in the Indenture), then we may be required to temporarily increase the conversion rate.

In either case, and in other cases, our obligations under the 2031 Convertible Senior Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our Class A common stock may view as favorable.

The capped call transactions may affect the value of the 2031 Convertible Senior Notes and our Class A common stock.

In connection with the 2031 Convertible Senior Notes, we entered into privately negotiated capped call transactions with the option counterparties.

The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares of our Class A common stock underlying the 2031 Convertible Senior Notes.

The capped call transactions are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the 2031 Convertible Senior Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2031 Convertible Senior Notes, as the case may be, as a result of conversion of the 2031 Convertible Senior Notes, with such offset subject to a cap.

We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stock.

In addition, the counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions following the pricing of the 2031 Convertible Senior Notes and prior to the maturity of the 2031 Convertible Senior Notes (and are likely to do so (i) during any observation period related to a conversion of the 2031 Convertible Senior Notes or following any redemption or fundamental change repurchase of the 2031 Convertible Senior Notes, (ii) following any other repurchase of the 2031 Convertible Senior Notes if we unwind a corresponding portion of the capped call transactions in connection with such repurchase and (iii) if we otherwise unwind all or a portion of the capped call transactions).

This activity could also cause or avoid an increase or a decrease in the market price of our Class A common stock or the 2031 Convertible Senior Notes.

We are subject to counterparty risk with respect to the capped call transactions.

The counterparties to the capped call transactions are financial institutions, or their affiliates, and we will be subject to the risk that one or more of the counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the capped call transactions.

Our exposure to the credit risk of the counterparties is not secured by any collateral.

Global economic conditions have in the past resulted in the actual or perceived potential failure or financial difficulties of many financial institutions.

If a counterparty to one or more capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under such transactions.

Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our Class A common stock increases.

In addition, upon a default or other failure to perform, or a termination of obligations, by a counterparty, the counterparty may fail to deliver the shares of common stock required to be delivered to us under the capped call transactions and we may experience adverse tax consequences and more dilution than we currently anticipate with respect to our Class A common stock.

We can provide no assurances as to the financial stability or viability of any of the counterparties.

In addition, the capped call transactions are complex, and they may not operate as planned.

For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur.

Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the capped call transactions.

General Risk Factors

Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition.

Tax legislation enacted in 2017 reduced the U.S.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) reduced the U.S.

corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability.

The recently enacted One Big Beautiful Bill Act of 2025 (the “OBBBA”) extends many of the policies first enacted in the TCJA and introduces new rules that will impact our business.

OBBBA provides for the temporary 2.5% Advanced Manufacturing Production Credit for metallurgical coal.

The tax credit for metallurgical coal production is scheduled to terminate after December 31, 2029, limiting our ability to benefit from this incentive to a short window beginning in 2026.

Other key provisions of OBBBA include, but are not limited to, (i) restoration of 100% bonus depreciation for qualified property (e.g., machinery and equipment) acquired and placed in service after January 19, 2025, repealing the TCJA’s phase-down that began in 2023, and deduction of domestic research and experimental expenditures in the current period, (ii) new bonus depreciation election allowing the immediate expensing of 100% of the cost basis of “qualified production property” (e.g., manufacturing facilities placed in service in the United States), if construction commences after January 19, 2025, and before January 1, 2029, and the asset is placed in service before January 1, 2031, and (iii) favorable adjustments to the interest deduction rules by permanently restoring the pre-2022 deduction cap on interest expenses with respect to debt incurred in a trade or business to generally 30% of a taxpayer’s EBITDA (as opposed to 30% of EBIT, as required under prior law).

The Inflation Reduction Act of 2022 (the “IRA”) added a variety of incentives to promote clean energy, many of which will be reduced or eliminated under the OBBBA.

The IRA also added a new corporate alternative minimum tax of 15% on adjusted financial statement income and an excise tax on share buybacks, both of which remain in effect under the OBBBA.

Congress could, in the future, revise or repeal those changes or enact other tax law changes, such as the elimination of tax preferences currently available with respect to coal exploration and development and the percentage depletion allowance.

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Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.

If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity.

We may not be able to affect any of these actions on satisfactory terms or at all.

The number and quantity of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors.

If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or

capital expenditures, selling assets or issuing equity.

We may not be able to effect any of these actions on satisfactory terms or at all.

The number and quality of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors.

Certain banks, other financing sources and insurance companies have taken actions to limit available financing and insurance coverage for the development of new coal-fueled power plants and coal producers and utilities that derive a majority of their revenue from coal, and particularly from thermal coal.

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The trading market for our common stock could be influenced by the research and reports that industry or securities analysts may publish about us or our business.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our

stock price or trading volume to decline.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Moreover, if one or more of the analysts who cover our company downgrade our stock or if our operating results do not meet their expectations, our stock price could decline.

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As noted above, we are also subject to the possibility of cyber incidents or attacks, which themselves may result in a violation of these laws or may result in significant expense.

We may be subject to securities litigation, which could result in significant costs and divert management’s attention and resources.

Securities class action lawsuits and other securities litigation are frequently filed against public companies following periods of volatility in the market price of their securities or upon the announcement of unexpected adverse developments.

If the market price of our securities experiences significant volatility, or if we report unexpected operating results, become subject to regulatory inquiries, or experience other negative developments, we could be targeted in securities class action or derivative lawsuits.

Any such matters, even if ultimately resolved in our favor, could be costly to defend, require significant time and attention from management and other employees, result in substantial

judgments or settlements, increase the cost or reduce the availability of directors’ and officers’ liability insurance, and adversely affect our reputation, business, financial condition, results of operations and cash flows.

We may be subject to litigation, the disposition of which could negatively affect our profitability and cash flow in a particular period, or have a material adverse effect on our business, financial condition and results of operations.

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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 1A. Risk Factors