Core Natural Resources (CNR) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually on April 30, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Core Natural Resources was formed in January 2025 via a merger of CONSOL Energy and Arch Resources, creating a leading global coal producer with a focus on operational integration and synergy capture.

• In 2025, the company generated $305.8 million in cash flow from operations and returned $245.1 million to shareholders through buybacks and dividends.

• A new capital return framework was adopted, targeting 75% of free cash flow to shareholders, primarily via buybacks.

• The board and management focused on integrating operations, establishing a unified compensation structure, and implementing robust governance.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of directors for a one-year term, (2) ratification of Ernst & Young LLP as independent auditor for 2026, and (3) advisory approval of 2025 executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by November 16, 2026, and director nominations must follow advance notice provisions.

Board of directors and corporate governance

• The board consists of eight directors, equally split between legacy CONSOL and Arch appointees for a two-year transition period post-merger.

• 83% of board members are independent; four fully independent committees exist.

• Board leadership includes a combined Chair/CEO (James A. Brock) and a Lead Independent Director (Richard A. Navarre).

• The board emphasizes diversity in skills, backgrounds, and experience, with regular assessments and no term limits.

• All directors attended 100% of meetings in 2025.