John Rothka - 14 Jan 2025 Form 4 Insider Report for Core Natural Resources, Inc. (CNR)

Signature
/s/ Rosemary L. Klein, Attorney-in-Fact
Issuer symbol
CNR
Transactions as of
14 Jan 2025
Net transactions value
-$115,815
Form type
4
Filing time
16 Jan 2025, 19:14:15 UTC
Previous filing
08 Mar 2024
Next filing
20 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNR Common stock, par value $0.01 per share Award $0 +492 +3.8% $0.000000 13,600 14 Jan 2025 Direct F1, F2, F3
transaction CNR Common stock, par value $0.01 per share Tax liability $14,273 -140 -1% $101.95 13,460 14 Jan 2025 Direct F4
transaction CNR Common stock, par value $0.01 per share Award $0 +515 +3.8% $0.000000 13,975 14 Jan 2025 Direct F1, F2, F5
transaction CNR Common stock, par value $0.01 per share Tax liability $14,987 -147 -1.1% $101.95 13,828 14 Jan 2025 Direct F4
transaction CNR Common stock, par value $0.01 per share Tax liability $86,556 -849 -6.1% $101.95 12,979 14 Jan 2025 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of August 20, 2024 (the "Merger Agreement"), by and among Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation (the "Company"), Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub") and Arch Resources, Inc., a Delaware corporation ("Arch"), on January 14, 2025, Merger Sub merged with and into Arch, with Arch surviving the merger as a wholly-owned subsidiary of the Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Merger Agreement, each (i) restricted stock unit award of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time fully vested and settled in the number of shares of common stock, par value $0.01 per share,
F2 (Continued from footnote 1) of the Company covered by such award and (ii) each performance stock unit ("PSU") of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time fully vested, was cancelled and automatically converted into the number of shares of common stock, par value $0.01 per share, of the Company covered by such award based on the greater of actual performance and target performance. As such, the number reported consists solely of unrestricted shares of common stock, par value $0.01 per share, of the Company.
F3 The Reporting Person's shares of common stock, par value $0.01 per share, of the Company were earned pursuant to the PSUs of the Company granted on February 7, 2023. The Compensation Committee of the Board of Directors certified the results on 01/13/2025, which resulted in 123.20% of the common stock being paid out for each of the PSUs at the Effective Time.
F4 Represents shares of common stock withheld to satisfy the Reporting Person's tax liability from the vesting of PSUs previously granted to the Reporting Person that fully vested in connection with the terms of the Merger Agreement.
F5 The Reporting Person's shares of common stock, par value $0.01 per share, of the Company were earned pursuant to the PSUs of the Company granted on February 6, 2024. The Compensation Committee of the Board of Directors certified the results on 01/13/2025, which resulted in 100.00% of the common stock being paid out for each of the PSUs at the Effective Time.
F6 Represents shares of common stock withheld to satisfy the Reporting Person's tax liability from the vesting of restricted stock units previously granted to the Reporting Person that fully vested in connection with the terms of the Merger Agreement.

Remarks:

Exhibit 24 - Power of Attorney.