Core Natural Resources (CNR) Proxy Filing summary

Executive summary

• Completed a transformative all-stock merger with Arch Resources in January 2025, creating a leading North American resource company with global reach and diversified coal assets.

• Achieved strong 2024 financial results: $286M GAAP net income, $655M adjusted EBITDA, $476M operating cash flow, and $301M free cash flow.

• Board approved a $1B share buyback and targets returning 75% of free cash flow to stockholders, primarily via repurchases.

• Focused on safety, sustainability, and innovation, with a recordable incident rate 31% below the national average and ongoing ESG initiatives.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of eight directors for a one-year term, (2) ratification of Ernst & Young LLP as independent auditor for 2025, and (3) advisory approval of 2024 executive compensation.

• Board recommends voting FOR all proposals.

• Annual meeting to be held virtually on April 29, 2025.

Board of directors and corporate governance

• Board consists of eight members, 75% independent, with equal representation from legacy CONSOL and Arch.

• Four fully independent committees: Audit, Compensation, Nominating and Corporate Governance, and Health, Safety and Environmental.

• Board leadership includes an Executive Chair and a Lead Independent Director.

• Annual review of board structure, no supermajority vote requirements, and robust stock ownership guidelines.