Proxy Statement (Form DEF 14A)

275 Technology Drive, Suite 101

Canonsburg, Pennsylvania 15317

Telephone (724) 416-8300

Dear Fellow Stockholder:

INFORMATION ABOUT THE MEETING:

We are delivering our proxy materials to stockholders via the Internet. On or about March 17, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the "Internet Notice") to holders of record as of the record date and posted our proxy materials on the website referenced in the Internet Notice. The Internet Notice explains how to access the proxy materials and our 2024 Annual Report, free of charge, through the website described in the Internet Notice. The Internet Notice and website also provide information regarding how you may request to receive proxy materials in printed form, by mail or electronically by e-mailfor this meeting and on an ongoing basis. You may vote through any of the acceptable means described in this Proxy Statement. Instructions on how to vote begin on page 10.

Our annual meeting of stockholders (the "Annual Meeting") will be held solely via live webcast on the Core Meeting Website and you will not be able to be physically present at the Annual Meeting. You will be able to participate virtually, vote your shares of Core common stock electronically, and submit questions online during the Annual Meeting by logging on to the Core Meeting Website using the 16-digitcontrol number included on your proxy card, vote instruction form you previously received or Internet Notice you previously received and following the directions on the Core Meeting Website. If you are not eligible to participate in the Annual Meeting, you may listen to a webcast of the Annual Meeting by logging on to the Core Meeting Website as a guest. If you are not a stockholder as of the record date, you will not be able to ask questions or vote at the Annual Meeting. We encourage you to log on 15 minutes prior to the start time of the Annual Meeting. If you have difficulty accessing the Annual Meeting through the Core Meeting Website, please call the technical support number provided.

Information referenced in this Proxy Statement

The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.

PROXY SUMMARY

PROXY SUMMARY

OUR COMPANY

We are a world-class producer and exporter of high-quality, low-costcoals, including metallurgical and high calorific value thermal coals. With a focus on seaborne markets, we play an essential role in meeting the world's growing need for steel, infrastructure, and energy, and have ownership interests in two marine export terminals. On January 14, 2025, we completed our all-stockmerger of equals transaction with Arch (the "Merger"). Pursuant to that certain Agreement and Plan of Merger, dated as of August 20, 2024 (the "Merger Agreement"), by and among the Company, Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and Arch, Merger Sub merged with and into Arch, with Arch continuing as the surviving corporation and as a wholly-owned subsidiary of the Company. Additionally, pursuant to the Merger Agreement, the Company was renamed "Core Natural Resources, Inc." and began trading under the ticker symbol "CNR" on January 15, 2025. Through the Merger, we have created a global leader exceptionally well-positioned to compete and succeed in two significant, high-potential market segments - the global metallurgical and global high calorific value thermal coal markets.

BUSINESS/STRATEGIC 2024 HIGHLIGHTS

The Right Team.We are being led by a proven and highly experienced management team that reflects the strengths and capabilities of both companies and can navigate and capitalize on future opportunities in multiple growth markets and geographies. Our management team is overseen by an experienced, diverse and majority-independent Board, comprised of eight directors - four former directors of the Company board immediately prior to the Merger and four former directors of the Arch board immediately prior to the Merger.

PROXY SUMMARY

PROXY SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board and management are committed to strong corporate governance, which promotes the long-term interests of our stockholders, strengthens Board and management accountability and helps build public trust in our Company.

This Proxy Statement describes our governance framework as of the date of this Proxy Statement, which includes the following highlights:

SUSTAINABILITY

At Core, we strive to be the most responsible coal company in the world. Excellence is our goal, and we endeavor to operate our business in a manner that meets or exceeds the expectations of our employees, communities, regulators and stockholders. Our approach to sustainability is underscored by our dedication to compliance, ethical business practices, and the communities where we live and work.

We believe integration of Core's sustainability management approach into our operations, strategy, and business priorities will enhance the Company's long-term success. Many aspects of our environmental, social, and governance ("ESG") practice are informed by specific frameworks, policies, and standards to guide our internal processes and operating procedures. Concurrently, other aspects of our ESG practice endeavor to support the Company's resilience in the dynamic market, social, and regulatory environments in which we operate. Achieving aspirational goals for sustainable development while meeting critical societal needs for raw materials, infrastructure, and energy security cannot be achieved through policies and frameworks alone. We believe that strategic initiatives, business partnerships, public-private collaboration, and innovation are required to achieve tangible progress as an energy transition plays out over many decades to come. Congruent with this tenet, we are committed to employing technology and innovation across our operations that will further enhance employee safety, reduce our environmental footprint, increase operational efficiencies, and support continued coal production and use to meet the needs of society into the future.

 LEARN MORE ABOUT OUR COMPANY

   You can leamore about our Company by visiting our website, www.corenaturalresources.com.

Core Natural Resources, Inc.

275 Technology Drive, Suite 101

Canonsburg, Pennsylvania 15317

Telephone (724) 416-8300

GENERAL:Proxies are being solicited by the Board to be voted at the Annual Meeting to be held on April 29, 2025 at 10:30 a.m. EasteTime solely via live webcast at www.virtualshareholdermeeting.com/CNR2025. The specific proposals to be considered and voted upon at the Annual Meeting are summarized in the Notice. Each proposal is described in more detail in this Proxy Statement.

PROPOSALS, BOARD RECOMMENDATION AND VOTE REQUIRED:Stockholders are being asked to vote on the proposals discussed on the following page at the Annual Meeting. The table on the following page also outlines the Board's recommendation on how to vote for each proposal and the vote required with respect to each proposal.

VOTE TABULATION:In accordance with our governing documents and applicable state law, in tabulating the voting result for any particular proposal, votes that are withheld or shares that constitute broker non-votes(described below) are not considered entitled to vote on that proposal and have no effect on the outcome. Abstentions have the same effect as votes against the matter, except in the case of Proposal No. 1, where abstentions would have no effect on the outcome.

RECORD DATE AND QUORUM:The record date with respect to this solicitation is March 6, 2025. All holders of record of Core common stock as of the close of business on the record date are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the record date, Core had 53,444,709 shares of common stock outstanding. Each share of common stock is entitled to one vote for each matter to be voted on at the Annual Meeting. Stockholders do not have cumulative voting rights. In order to hold the Annual Meeting, a quorum representing the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting must be present in person or represented by proxy.

INFORMATION ABOUT THE ANNUAL MEETING

INFORMATION ABOUT THE ANNUAL MEETING

PROXY MATERIALS AND INFORMATION ABOUT THE MEETING: We mailed to all stockholders of record entitled to vote at the Annual Meeting the Internet Notice on or about March 17, 2025.

We are utilizing an SEC rule that allows companies to furnish their proxy materials via the Internet rather than in paper form. This rule allows a company to send some or all of its stockholders the Internet Notice regarding Internet availability of proxy materials. The Internet Notice contains instructions on how to access the proxy materials over the Internet or how to request a paper copy of the proxy materials. An electronic copy of this Proxy Statement, the 2024 Annual Report and the Notice of Annual Meeting of Stockholders are available at www.proxyvote.com.

Copies of our 2024 Annual Report furnished to our stockholders do not contain copies of exhibits to our Annual Report on Form 10-Kfor the year ended December 31, 2024. You can obtain copies of these exhibits electronically at the website of the SEC at www.sec.gov or on Core's corporate website at www.corenaturalresources.com by following the link for "Investors". Stockholders may also obtain copies of the exhibits without charge by contacting our Investor Relations department by telephone at (724) 416-8300or by mail at Core Natural Resources, Inc., Investor Relations department, 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317.

PROXIES AND VOTING:A proxy is your legal designation of another person to vote the Core common shares that you owned as of the record date. The person that you designate to vote your shares is called a "proxy" and when you designate someone to vote your shares in a written document, that document is also called a "proxy" or "proxy card." The Board has appointed several officers of the Company to serve as proxies on the proxy card.

If a proxy is properly executed and is not revoked by the stockholder, the shares it represents will be voted at the Annual Meeting in accordance with the instructions provided by the stockholder. If a proxy card is signed and returned without specifying choices, the shares will be voted in accordance with the recommendations of the Board. Accordingly, if no contrary instructions are given, the proxies named by the Board intend to vote the shares represented by such proxies as follows:

The Board does not know of any other business to be brought before the Annual Meeting other than as indicated in the Notice.

INFORMATION ABOUT THE ANNUAL MEETING

HOW TO VOTE:There are four ways for stockholders of record to vote:

BENEFICIAL OWNERSHIP AND BROKER NON-VOTES:If you hold shares beneficially in street name, then you must provide your voting instructions to your bank, broker or other nominee. If you do not provide your bank, broker or other nominee with voting instructions, your shares may be treated as "broker non-votes."

Generally, broker non-votesoccur on a matter when a bank, broker or other nominee is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Banks, brokers or other nominees that have not received voting instructions from their clients cannot vote on their clients' behalf on "non-routine"proposals, such as Proposal Nos. 1 and 3, although they may vote their clients' shares on "routine matters," such as Proposal No. 2.

REVOCATION OF PROXY:If you are the stockholder of record of shares of our common stock as of the close of business on the record date, you can revoke your proxy at any time before its exercise by:

If you hold your shares through a bank, broker or other nominee, you must follow the instructions found on your voting instruction form, or contact your bank, broker or other nominee in order to revoke your previously delivered proxy. Attendance at the Annual Meeting without a request to revoke a proxy will not by itself revoke a previously executed and delivered proxy.

INFORMATION ABOUT THE ANNUAL MEETING

ATTENDING THE MEETING:The Annual Meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/CNR2025 on April 29, 2025 at 10:30 a.m. EasteTime and you will not be able to be physically present at the Annual Meeting. You will be able to participate virtually, vote your shares of Core common stock electronically and submit questions online during the Annual Meeting.

To participate in the virtual Annual Meeting, you will need the 16-digitcontrol number included on your proxy card, vote instruction form or Internet Notice you previously received. The Annual Meeting webcast will begin promptly at 10:30 a.m. EasteTime on April 29, 2025, and Core stockholders will be able to log in beginning at 10:15 a.m. EasteTime. The virtual Annual Meeting platform is fully supported across browsers (Firefox, Chrome, Edge and Safari). Participants in the Annual Meeting should ensure that they have a strong Wi-Fi connectionwherever they intend to participate in the Annual Meeting. We encourage participants in the virtual Annual Meeting to log on to the Core Meeting Website 15 minutes prior to the start time of the Annual Meeting and ensure that they can hear streaming audio.

ASKING QUESTIONS DURING THE MEETING:During the live question and answer portion of the Annual Meeting, Core stockholders may submit questions, which will be answered as they come in as time permits. If you wish to submit a question, you may do so by logging in to the Core Meeting Website, typing your question in the field titled "Enter Question" and then clicking "Submit." Only questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.

TECHNICAL SUPPORT FOR ACCESSING THE MEETING:We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting via the Core Meeting Website. If you encounter any difficulties accessing the Core Meeting Website during the check-in ormeeting time, please call the technical support number that will be posted on the Core Meeting Website log-inpage.

PROXY SOLICITATION:All costs relating to the solicitation of proxies will be borne by the Company. D.F. King & Co. has been retained by Core to aid in the solicitation of proxies at an estimated cost of $17,500, plus reimbursement of certain reasonable expenses. Proxies may also be solicited by officers, directors and employees personally, by mail, or by telephone, facsimile transmission or other electronic means. None of these directors, officers or employees will receive any additional or special compensation for soliciting proxies. Upon request, Core will reimburse banks, brokers and other nominees for their reasonable expenses in sending proxy materials to their customers who are beneficial owners of Core's common stock.

CONFIDENTIALITY IN VOTING:As a matter of policy, proxies, ballots and voting tabulations that identify individual stockholders are held confidentially by Core. Such documents are available for examination only by the inspector of election and certain employees who assist in the tabulation of votes. The vote of any individual stockholder will not be disclosed except as may be necessary to meet applicable legal requirements.

The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, James A. Brock, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang, Richard A. Navarre, Cassandra Pan, Valli Perera, and Joseph P. Platt, whose terms expire at the Annual Meeting, for election by the stockholders as directors at the Annual Meeting. Upon election, each such director will serve a one-yearterm until the 2026 annual meeting of stockholders or until his or her successor is elected and qualified, or his or her earlier death, resignation or removal. With respect to Mr. Brock, his initial term as Executive Chair of the Company Board will expire effective as of the earlier of (i) January 14, 2027 or (ii) any date as of which Mr. Brock ceases to serve as a member of the Board for any reason in accordance with the Company's Fourth Amended and Restated Bylaws (the "Bylaws").

To be elected, each nominee must receive a plurality of the votes cast (i.e., the director nominees who receive the highest number of "for" votes cast, up to the maximum number of directors to be elected, are elected as directors). If any nominee should for any reason become unable to serve, all shares represented by valid proxies will be voted for the election of such other person as the Board may designate, as recommended by the Nominating and Corporate Governance Committee. Alternatively, the Board may reduce the number of directors to eliminate the vacancy.

Our Bylaws provide that if an incumbent director receives a greater number of votes "withheld" from his or her election than votes "for" such director nominee's election, the director must tender his or her resignation promptly to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose its decision and the underlying rationale in a press release, a filing with the SEC or other broadly disseminated means of communication within 90 days from the date of the certification of the election results.

The biographies included in this Proxy Statement below include information concerning the nominees for director, including their recent employment, positions with Core, other directorships, board committee memberships and ages as of March 6, 2025.

PROPOSAL NO. 1-ELECTION OF DIRECTORS | Biographies of Director Nominees

Biographies of Director Nominees

BACKGROUND:

James A. Brock has served as our Executive Chair since January 14, 2025 (the "Effective Date") upon consummation of the Merger. Prior to the Effective Date, Mr. Brock was CONSOL's Chief Executive Officer and member of the board of directors, serving in such capacity since 2017. With a career in coal spanning nearly five decades, Mr. Brock's extensive industry knowledge and operational expertise provide Core with invaluable leadership and insight. Mr. Brock began his mining career in 1979 as a summer student at CONSOL's Matthews Mine and since then has served at various locations in many positions including Section Foreman, Longwall Coordinator, Mine Foreman, Superintendent, Chief Operating Officer (Coal) of CNX Resources, and as CEO and Chairman of CONSOL Coal Resources LP immediately prior to assuming the role of CONSOL's Chief Executive Officer in 2017. Mr. Brock also currently serves as the Chairman of the Pennsylvania Coal Alliance board of directors, as a member of the boards of directors of the National Coal Council and the American Coalition for Clean Coal Electricity and as an executive committee member of the board of directors of the National Mining Association. Mr. Brock previously served on the board of directors of West Virginia Coal Association and was inducted into the WVU Hall of Fame in 2016. He is a graduate of EasteKentucky University.

Other Current Public Company Directorships:None.  

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): CONSOL Coal Resources LP (2015 - 2020).

BACKGROUND:

Holly Keller Koeppel joined the Board on the Effective Date upon consummation of the Merger, and currently serves as a member of our Board's Nominating and Corporate Governance Committee and Health, Safety and Environmental Committee. Prior to the Merger, Ms. Koeppel was a member of the board of directors of Arch and served on its Personnel and Compensation Committee and as the chair of its ESG and Nominating Committee. Ms. Koeppel served as Managing Partner and head of Gateway Infrastructure Investments L.P. (an infrastructure fund targeting investments in transportation, utility and energy infrastructure) from March 2015 to January 2017. From 2010 to February 2015, she was Partner and Global Co-Headof Citi Infrastructure Investors, a division of Citigroup, Inc. Ms. Koeppel served as Executive Vice President and Chief Financial Officer of American Electric Power Corporation ("AEP") (a public utility holding company) from 2006 to 2009 and held several additional executive positions at AEP from 2000 to 2006.

Other Current Public Company Directorships:AES Corporation (a utility and power generation company) (since April 2015); British American Tobacco plc (a British consumer goods company) (since July 2017); and Flutter Entertainment plc (an international sports betting company) (since May 2021).

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Vesuvius plc (a ceramics company) (April 2017-May2021) and Arch (February 2019-January 2025).

PROPOSAL NO. 1-ELECTION OF DIRECTORS | Biographies of Director Nominees

BACKGROUND:

Patrick A. Kriegshauser joined the Board on Effective Date upon consummation of the Merger and currently serves as the chair of our Board's Audit Committee and a member of our Health, Safety and Environmental Committee. Prior to the Merger, Mr. Kriegshauser was a member of the board of directors of Arch and served as the chair of its Audit Committee. Mr. Kriegshauser served as Executive Vice President and a director of ArchKey Holdings, Inc., a privately held company ("ArchKey") until November 1, 2024, having previously served as its Executive Vice President and Chief Financial Officer from July 2017 until July 2023. Mr. Kriegshauser also served as Executive Vice President, Chief Financial Officer and principal owner of Sachs Electric Company, which is owned by ArchKey, from 1985 to 2000. Mr. Kriegshauser served in various senior level capacities at Arch, including serving as Arch's Senior Vice President and Chief Financial Officer from 1996 to 2000. He started his career at PricewaterhouseCoopers LLP (a Big Four accounting firm) in 1981.

Other Current Public Company Directorships:None.

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed):Arch (October 2016 - January 2025).

BACKGROUND:

Paul A. Lang has served as our Chief Executive Officer and a member of our Board since the Effective Date upon consummation of the Merger. Prior to the Merger, Mr. Lang was a member of the board of directors of Arch and he served as the Chief Executive Officer of Arch from April 2020 to the Effective Date. A forty-one-yearindustry veteran with extensive understanding of the mining industry, Mr. Lang joined Arch in 1984 and held various senior leadership roles, including President and Chief Operating Officer, Executive Vice President and Chief Operating Officer, and a variety of engineering and operating positions. Mr. Lang is a member of the executive committee and the chairman of the National Mining Association and Board of Trustees at the Missouri University of Science and Technology (a public university). He also has experience serving on the boards of directors of private companies, including Knight Hawk Holdings, LLC (a coal mining company). Mr. Lang received a Bachelor of Science in Mining Engineering from Missouri University of Science and Technology as well as an honorary professional degree in Mining Engineering. He is a graduate of the Advanced Management Program at Harvard Business School and a registered licensed professional engineer in six states.

Other Current Public Company Directorships: None.

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Arch (February 2020 - January 2025).

PROPOSAL NO. 1-ELECTION OF DIRECTORS | Biographies of Director Nominees

BACKGROUND:

Richard A. Navarre joined the Board on Effective Date upon consummation of the Merger, and currently serves as a member of our Board's Compensation Committee and as the chair of our Nominating and Corporate Governance Committee. Prior to the Merger, Mr. Navarre was the chair of the board of directors of Arch and served on its ESG and Nominating Committee and as the chair of its Personnel and Compensation Committee. Mr. Navarre served as Chief Executive Officer and President of Covia Corporation, a privately held company, from May 2019 to May 2021. He served as President and Chief Commercial Officer of Peabody Energy Corporation ("Peabody") (a public coal mining company) from 2008 until 2012 and as Peabody's Chief Financial Officer and Executive Vice President of Corporate Development from 1999 to 2008. Prior to joining Peabody in 1993, Mr. Navarre was a senior manager with KPMG, LLP (a Big Four accounting firm).

Other Current Public Company Directorships:Civeo Corporation (a workforce accommodations specialist) (since June 2014); and Natural Resource Partners L.P. (a natural resource company) (since October 2013).

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Covia Corporation (June 2018 - May 2021) and Arch (October 2016 - January 2025).

BACKGROUND:

Cassandra Pan joined the Board on March 22, 2023. She currently serves as chair of our Board's Health, Safety and Environmental Committee and a member of the Compensation Committee. Ms. Pan has extensive entrepreneurial and executive experience in North America, China and internationally. She is currently self-employed as a business consultant and strategic advisor. From 2009 to 2015 based in Pittsburgh, Pennsylvania, she was the President of Fenner Dunlop Americas (formerly a subsidiary of Fenner plc and now a part of the Michelin group of companies) where she led that company's Engineered Conveyor Solutions business in North and South America. Prior to her elevation to President of the Americas, she served as Managing Director of Greater China at Fenner plc from 1998 to 2009, where she oversaw Fenner's wholly-owned and joint venture investments in China relating to the manufacture of conveyor belting and specialty polymer businesses for use in the servicing of underground coal mines, construction equipment and in various automotive and industrial markets. Since 2016, Ms. Pan serves as a mentor at AlphaLab Gear, a hardware accelerator program of Innovation Works. From 2010 to 2016, she served as a member of the Advisory Committee of International Center for Energy, Environment and Sustainability (InCEES) at Washington University in St. Louis, Missouri.

Other Current Public Company Directorships:None.

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

PROPOSAL NO. 1-ELECTION OF DIRECTORS | Biographies of Director Nominees

BACKGROUND:

Valli Perera joined the Board on March 22, 2023. She currently serves as a member of our Board's Nominating and Corporate Governance Committee and Audit Committee. Ms. Perera is a seasoned executive with over 40 years of professional services and corporate experience. She retired from Deloitte (a Big Four accounting firm), as a senior partner in June 2019. During her tenure at Deloitte, Ms. Perera advised and led client service teams in areas of finance, mergers and acquisitions, technology transformation and business growth. She also worked with transitioning chief financial officers at Deloitte's CFO Transition Lab program. Ms. Perera's tenure at Deloitte spanned over 25 years, including: her elevation to the partnership in 1997, senior roles such as Managing Director for Global Services and Global Mergers & Acquisition, Deloitte's Global and U.S. Service Innovation Board and the firm's global digital transformation, talent and development, diversity and inclusion, and member firm standards and governance. Further, from 2014 to 2020, she served on the board of directors of Make-A-Wish^® Illinois, a non-profitorganization.

Since 2020, Ms. Perera has served on the board of directors for Midmark Corporation, a clinical environmental design private company, and is a member of its audit and compensation committees. Moreover, from 2012 to 2024, Ms. Perera served on the board of directors for Communities in Schools of Chicago, a non-profitorganization and was the Chair of its governance committee. She received a Master of Science degree in Taxation from Drexel University and a graduate degree in journalism from NorthwesteUniversity. Ms. Perera is credentialed by the Chartered Institute of Management Consultants, United Kingdom. Further, she is a retired Certified Public Accountant.

Other Current Public Company Directorships:None.

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

BACKGROUND:

Joseph P. Platt joined the Board on November 28, 2017. He currently serves as the chair of our Board's Compensation Committee and a member of our Audit Committee. Mr. Platt previously served as a member of the board of directors of CNX from May 2016 until November 28, 2017, when CONSOL separated from CNX. He is the general partner at ThoPartners LP, a family limited partnership, a position he has held since 1998. Mr. Platt's career at Johnson and Higgins, a global insurance broker and employee benefits consultant (J&H), spanned 27 years until 1997, when J&H was sold to Marsh & McLennan Companies. At the time of the sale, Mr. Platt was an owner, director and executive vice president of J&H. Mr. Platt has served on the board of directors of Greenlight Capital Re, Ltd., a property and casualty reinsurer, since 2004 and has been its lead independent director since 2007. He serves on the boards of various other nonpublic companies and not-for-profitinstitutions.

Other Current Public Company Directorships:Greenlight Capital Re, Ltd (since 2004).

Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE ABOVE-NAMED DIRECTOR NOMINEES FOR RE-ELECTIONTO THE BOARD OF DIRECTORS.

Board of Directors and Its Committees

Board of Directors

The business and affairs of Core are managed under the direction of our Board. Under our Amended and Restated Certificate of Incorporation, as amended, all directors are subject to election annually.

Under the Company's Corporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform his or her duties and responsibilities, including attending the annual stockholders' meeting. All of Core's directors who were serving at that time attended the 2024 Annual Meeting of Stockholders, and all of our directors are expected to attend this year's Annual Meeting.

Board Composition Following the Merger

After the passing of our former Chairman of the Board, William P. Powell, on March 21, 2024, our Board consisted of five members for the remainder of 2024. Pursuant to the Merger Agreement, and our Bylaws, upon the closing of the Merger on January 14, 2025, the Board consisted of eight members: four members selected by CONSOL and four members selected by Arch. As a result, John T. Mills resigned from the Board and Ms. Koeppel, Messrs. Kriegshauser, Lang and Navarre, who were selected by Arch in accordance with the Merger Agreement, were appointed to the Board. Additionally, pursuant to our Bylaws there may not be any change in the size or composition of the Board, in each case, until January 14, 2027 for any reason without the affirmative vote of at least 75% of the total number of directors that the Company would have if there were no vacancies.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Determination of Director Independence

The New York Stock Exchange ("NYSE") listing standards require a majority of our directors and each member of our Audit, Compensation and Nominating and Corporate Governance Committees to be independent. In January 2025, our Board evaluated the relevant relationships between each director or director nominee (and his or her immediate family members and affiliates) and Core, and affirmatively determined that each of our directors, other than Mr. Brock (who is the Executive Chair of Core) and Mr. Lang (who is the Chief Executive Officer of Core), had no material relationship with Core and is "independent" under the corporate governance rules of the NYSE codified in Section 303A of the NYSE Listed Company Manual. In January and February 2025, the Board also determined that each member of the Audit Committee meets the independence standards required for audit committee members under the NYSE listing standards and the SEC rules and considered the additional factors under the NYSE rules relating to members of the Compensation Committee before determining that each of them is independent.

Our independent directors regularly meet in executive sessions with no members of management present. Such executive sessions are presided over by our Chairman, if independent, or Lead Independent Director of the Board.

Term Limits and Mandatory Retirement

Pursuant to our Corporate Governance Guidelines, the Board has not established term limits for directors. While term limits facilitate Board refreshment, they can also result in the loss of experience and expertise that is critical to effective operation of the Board. Longer tenured directors can provide valuable insight into the Company and its operations. To ensure that the Board continues to evolve and benefit from fresh perspectives and ideas, the Nominating and Corporate Governance Committee evaluates qualifications and contributions of each incumbent director before recommending the nomination of such director for an additional term.

Additionally, pursuant to our Corporate Governance Guidelines, other than the directors that were appointed to the Board by either CONSOL or Arch upon the closing of the Merger, each non-managementdirector is required to tender his or her resignation for consideration by the Board at the annual meeting following such director's 75th birthday.

Robust Strategy, Risk and Safety Oversight by the Board and Committees

Our Board and committees have implemented a robust framework to actively oversee the strategy and risks relating to the operation and management of a publicly traded coal company. In addition, our Board has a strong commitment to the safety of our workers and the environments in which we operate and has formed a separate Board-level committee to oversee these core Company values. See "Board's Role in Risk Management" on page 21 for further information of the Board's role in risk management.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Board Skills and Experience

The Nominating and Corporate Governance Committee seeks to cultivate a Board with the appropriate skill sets and a variety of experiences to discharge its responsibilities effectively. We believe that our Board should be conversant and equipped to tackle matters facing public company boards and to effectively oversee our business. As such, our slate of nominees possesses a unique background and, in the aggregate, provides a well-balanced array of experience, skills, and knowledge in our industry, leadership, public company experience, management, service, and public relations, making them well-seasoned members for our Board. The table below summarizes some of the key skills and experiences that we believe should be represented on the Board, as well as which of our director nominees possess each such skill.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Among the Board's most important functions is overseeing risk management. Our risk management framework fosters close interaction among the Board, its committees and our management team. The Company faces a variety of risks, including operational, financial, strategic, and reputational risks. The Board oversees the Company's processes for assessing and managing these risks, through both the whole Board and its committees, while the management team is responsible for the day-to-daymanagement of these risks. In furtherance of the Board's oversight responsibilities and the Company's day-to-daymanagement of risk, Core representatives meet periodically with external advisors with respect to our risk management processes, as well as identified and emerging risks.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Membership and Meetings of the Board of Directors and its Committees

In 2024, all legacy CONSOL directors that are incumbent directors attended 100% of the meetings held by our Board and by all Board committees on which he or she served, and in each case, during the periods that he or she served.

Committee membership during 2024 and the number of meetings held during 2024 by each committee are shown in the following table:

¹ Mr. Powell served as Chairman of the Board until his passing on March 21, 2024. Effective March 27, 2024, James A. Brock was appointed as Chairman of the Board and John T. Mills was appointed as Lead Independent Director.

² Mr. Powell served as a member of the Audit Committee until his passing on March 21, 2024. Effective March 27, 2024, Ms. Pan was appointed to the Audit Committee.

³ Mr. Powell served as a member of the Compensation Committee until his passing on March 21, 2024. Effective March 27, 2024, Ms. Perera was appointed to the Compensation Committee.

⁴ Mr. Powell served as a member of the Health, Safety and Environmental Committee until his passing on March 21, 2024.

Following the completion of the Merger on January 14, 2025, the composition of each of our standing committees was reconstituted. Additionally, in February 2025, the Board revisited the committee membership and the current membership is as follows:

¹ On January 14, 2025, Ms. Koeppel was appointed to our Audit Committee and our Health, Safety and Environmental Committee. On February 18, 2025, Ms. Koeppel left our Audit Committee and was appointed to our Nominating and Corporate Governance Committee.

² On January 14, 2025, Mr. Platt was appointed to our Nominating and Corporate Governance Committee and as Chair of our Compensation Committee. On February 18, 2025, Mr. Platt left our Nominating and Corporate Governance Committee and was appointed to our Audit Committee.

Committees of the Board of Directors

Our Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Health, Safety and Environmental. Currently, all of our directors, other than Messrs. Brock and Lang, are independent, and all four of our standing committees consist exclusively of independent directors under the current listing standards of the NYSE and other applicable regulatory requirements, as described under "Determination of Director Independence."

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Our committees regularly make recommendations and report on their activities to the entire Board. Our Board, considering the recommendations of our Nominating and Corporate Governance Committee, reviews committee membership at least annually. The responsibilities of each of the four committees are summarized below.

No member of our Audit Committee is permitted to simultaneously serve on the audit committee of more than three public companies, including Core, unless our Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with the requirements of the NYSE. Ms. Koeppel was appointed to our Audit Committee in connection with the Merger and our Board considered Ms. Koeppel's simultaneous service on the audit committees of Core and three other public companies and determined that such simultaneous service did not impair her ability to effectively serve as a member of our Audit Committee. On February 18, 2025, Ms. Koeppel left our Audit Committee and was appointed to our Nominating and Corporate Governance Committee, while Mr. Platt was appointed to our Audit Committee and left our Nominating and Corporate Governance Committee.

Our Audit Committee was established pursuant to Section 3(a)(58)(A) of the Exchange Act. Our Board has determined that all members of the Audit Committee are financially literate within the meaning of SEC rules and under the current listing standards of the NYSE. Our Board has also determined that each of the members of the Audit Committee during the 2024 fiscal year qualified as an "audit committee financial expert."

On January 14, 2025, we determined that all our audit committee members (then serving) qualified as an "audit committee financial expert." Further, on February 18, 2025, we determined that Mr. Platt qualified as an "audit committee financial expert" in connection with his appointment to our Audit Committee. A copy of the Audit Committee's report for the 2024 fiscal year is included in this Proxy Statement.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Our Compensation Committee's charter generally permits it to delegate its authority, duties and responsibilities or functions to one or more members of the Compensation Committee or to Core's officers, except where otherwise prohibited by law or applicable listing standards. The terms of the Core Natural Resources, Inc. Equity Plan, as may be amended from time to time (the "Omnibus Incentive Plan") also permit our Compensation Committee to delegate any power and authority granted to it by the Board under the Omnibus Incentive Plan to our officers.

Our Compensation Committee periodically reviews the compensation paid to our non-employeedirectors and the principles upon which their compensation is determined. The Compensation Committee also periodically reports to the Board on how our non-employeedirector compensation practices compare with those of other similarly situated public corporations and, if the Compensation Committee deems it appropriate, recommends changes to our director compensation practices to our Board for approval.

For additional information regarding the Compensation Committee's processes and procedures for reviewing and determining executive officer compensation, see the "Compensation Discussion and Analysis" section beginning on page 39.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Director Nomination Process. The Nominating and Corporate Governance Committee annually reviews and assesses the Board's membership needs, with the assistance of a consultant when appropriate. When assessing Board composition or identifying suitable candidates for appointment or re-electionto the Board, the Nominating and Corporate Governance Committee will consider candidates based on the needs of the Board at the time, having due regard to the benefits of having a broad range of skillsets and backgrounds. The Nominating and Corporate Governance Committee seeks to maintain a Board that is comprised of individuals who possess the following skills, experience and/or attributes:

The Nominating and Corporate Governance Committee seeks to identify director candidates with leadership experience in positions with a high degree of responsibility. Director nominees are expected to be selected based upon contributions that they can make to Core.

Stockholder recommendations may be submitted and considered pursuant to the requirements satisfied as set forth in Core's Bylaws. Director candidates recommended by stockholders will be evaluated by the Nominating and Corporate Governance Committee using the same criteria as candidates identified by the Board or the Nominating and Corporate Governance Committee for consideration. Stockholders may submit names of director candidates to Corporate Secretary, Core Natural Resources, Inc., 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317. See "Additional Matters" on page 82 for more information on making director nominations.

Board Make-Up. We believe in having a wide array of experiences, backgrounds, and perspectives in the make-upof our organization and value the benefits that inclusive insights can bring to our Board and to the Company. For the purposes of Board composition, we look to the factors outlined above which include, but are not limited to, professional experience, geographic origin, age, and other backgrounds. Board variety in thought, creativity and mindset promotes the inclusion of different perspectives and ideas, and ensures that the Company has the opportunity to benefit from all available talent.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Core seeks to maintain a Board comprised of talented and dedicated directors with a wide mix of expertise, experience, skills and background. The skills and backgrounds collectively represented on the Board should reflect the full nature of the business environment in which Core operates. Core will periodically assess the composition of the Board in light of the needs of the Board at the time, including the extent to which the current composition of the Board reflects a mix of expertise, experience, skills and backgrounds. Core is committed to a Board composition that promotes an inclusive culture and solicits multiple perspectives and views. Additionally, we seek to create a workplace where success is determined by individual merit (e.g., talent and achievement) rather than external factors (e.g., physical appearance, social connections or background) at all levels of our workforce, including our executive management team.

Process for Board Assessment and Future Candidates.Set forth below is a summary of the process the Nominating and Corporate Governance Committee and Board intend to use in reviewing Board needs and future candidates.

We provide transparency into our operations through the regular publishing of corporate sustainability reports. Our Corporate Sustainability Report for 2023 has been posted to our Company website and we expect to publish our 2024 Corporate Sustainability Report in the summer of 2025.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Board of Directors and Its Committees

Corporate Governance Web Page and Available Documents

We maintain a corporate governance page on our website at www.corenaturalresources.com. The following documents are currently included on the corporate documents page of our website:

These documents address important principles and corporate governance processes and are reviewed annually and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices, and other considerations.

Ethics and Compliance Program

We believe strongly in, and provide annual training and awareness surrounding, our Code of Business Conduct and Ethics and the Core Ethics Compliance Hotline. It is our policy to comply with all applicable laws and adhere to the highest level of ethical conduct, including anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (the "FCPA") and similar laws in other jurisdictions. In that regard, we have adopted a Foreign Corrupt Practices Act Policy to enhance compliance with the FCPA. The FCPA Policy provides for training and, if deemed appropriate, compliance certification for any employees, directors, or officers to whom FCPA applies. It is important that all of our business activities reflect our commitment to the highest standards of integrity and accountability.

Communication with the Board of Directors

Stockholders and other interested persons who wish to communicate with the Board, the Lead Independent Director or the Independent Directors as a group, may do so by writing to the Board, to the attention of Corporate Secretary, Core Natural Resources, Inc., 275 Technology Drive, Suite 101, Canonsburg, Pennsylvania 15317, or by sending an e-mailto [email protected]. The Corporate Secretary will provide such communications to the Board as deemed appropriate.

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Director Compensation Table-2024

Director Compensation Table-2024

The following table sets forth the compensation elements of our non-employeedirectors for the 2024 fiscal year:

BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Understanding Our Director Compensation Table

Understanding Our Director Compensation Table

In 2024, each non-employeedirector was entitled to receive an annual equity award in the form of RSUs valued at $150,000 as of the close of business on the date of the grant, which in 2024 was May 7, 2024. The RSU awards vest on the first anniversary of the grant date. In 2024, each non-employeedirector was also entitled to receive a cash Board Retainer, and if he or she served as Lead Independent Director, a Committee Chair, or an Audit Committee member, an additional cash retainer for his or her services as follows:

During 2024, the Compensation Committee of the Board reviewed with its independent compensation consultant the current director compensation program and concluded that (1) the mix of cash and equity compensation continued to be appropriate and consistent with broadly observed market practices, (2) the compensation levels were reasonable and in line with peer practices given the small size of the Board, and (3) the aggregate board compensation (reflecting the "total cost of governance") was reasonably positioned as compared to the Company's peer group members.

Deferred Compensation Plan for Non-EmployeeDirectors

Our Non-EmployeeDirector Deferred Compensation Plan authorizes our non-employeedirectors to make an annual election to defer all or a portion of their annual cash and/or stock compensation, effective with respect to deferrals of compensation during the calendar year. Participation in the plan is voluntary and at the election of each individual director. Amounts deferred under the plan (whether cash or equity-based) are payable in the form of deferred stock units and are generally settled within thirty days of the director's termination of service, but in no event later than the fifth anniversary of such termination date. The plan is an unfunded and unsecured liability of Core and any benefits paid to our non-employeedirectors will be paid from Core's general assets.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to align the interests of our non-employeedirectors with those of our stockholders. The guidelines in place during year ended December 31, 2024 required each of our non-employeedirectors to hold Core common stock with a value equal to five times their annual cash retainer based on the closing price of our common stock on a particular date, or five times the director's annual cash retainer divided by $20.00. Each director is required to meet the guidelines on or before the fifth anniversary of becoming a Board member. Shares counted toward the guidelines include: shares owned outright by the director or his or her immediate family members residing in the same household; shares held in trust for the benefit of the director or his or her immediate family members residing in the same household; vested shares of restricted stock; vested deferred stock units, restricted stock units or performance share units that may only be settled in shares; and unvested shares of restricted stock, deferred stock units, restricted stock units or performance share units, in each case whose vesting is time-based rather than performance-based. As of December 31, 2024, all of our directors were in compliance with our stock ownership guidelines or were within the five-year transition period.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of Core's independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP as the independent registered public accounting firm for Core for the fiscal year ending December 31, 2025. The Board now recommends that Core's stockholders ratify this appointment.

Neither Core's governing documents nor applicable law requires stockholder ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. However, the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Core and its stockholders.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to address the meeting and respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

Audit Committee Report

The Audit Committee reviewed and discussed with management and Ernst & Young LLP ("E&Y"), Core's independent registered public accounting firm, the audited financial statements of Core for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"). In addition, the Audit Committee discussed with E&Y the matters required to be discussed under the auditing standards of the Public Company Accounting Oversight Board ("PCAOB") (Auditing Standard No. 1301-Communications with Audit Committees) and the SEC relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of the registered public accounting firm's activities or access to requested information and any significant disagreements with management.

The Audit Committee also received the written disclosures and letter from E&Y regarding E&Y's independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with the independent registered public accounting firm that firm's independence from Core and its subsidiaries.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in Core's Annual Report on Form 10-Kfor the year ended December 31, 2024 for filing with the SEC.

The foregoing Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of Core under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Core specifically incorporates the Audit Committee Report by reference therein.

AUDIT COMMITTEE AND AUDIT FEES | Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

The following table presents fees billed for professional audit services rendered by E&Y in connection with its audits of Core's annual financial statements for the years ended December 31, 2024 and 2023 and fees for other services rendered by E&Y during those periods.

As used in the table above, the following terms have the meanings set forth below.

Audit Fees

Audit fees include fees for professional services rendered by Ernst & Young LLP for the audits of our annual consolidated financial statements and internal controls over financial reporting, review procedures on the consolidated financial statements included in Core's Quarterly Reports on Form 10-Q,as well as services related to SEC filings.

Audit-Related Fees

There were no fees incurred for audit-related services in 2024 and 2023.

Tax Fees

The fees for professional services rendered in 2023 were in connection with certain tax planning services.

All Other Fees

There were no fees incurred for other professional services in 2024 and 2023.

Audit Committee Pre-Approvalof Audit and Permissible Non-AuditServices

The Audit Committee, or the Chair of the Audit Committee, must preapprove all audit and non-auditservices provided to Core by its independent registered public accounting firm. The Audit Committee must consider whether such services are consistent with SEC rules on auditor independence. All of the services performed by E&Y in 2024 were pre-approvedby the Audit Committee.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Core is required to provide its stockholders with the opportunity to cast a non-bindingadvisory vote on compensation paid to our named executive officers. Accordingly, we ask our stockholders to vote, on an advisory basis, "FOR" the compensation paid to our named executive officers in 2024 as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, and to adopt the following resolution at the Annual Meeting:

"RESOLVED, that the compensation paid to Core's named executive officers, as disclosed in this Proxy Statement, including the "Compensation Discussion and Analysis" compensation tables and narrative discussion, is hereby APPROVED on an advisory basis."

As described in detail in the "Compensation Discussion and Analysis," our executive compensation program is designed to attract, motivate and retain key executives who drive our success and industry leadership. We achieve these objectives through compensation that:

The Compensation Committee reviews the compensation programs for our executive officers to ensure they achieve the desired goal of aligning our executive compensation structure with our stockholders' interests and current market practices. Please read the "Compensation Discussion and Analysis" beginning on page 39 and the tabular compensation disclosures and accompanying narrative discussion beginning on page 60. The Compensation Discussion and Analysis discusses our executive compensation philosophy, programs and objectives, while the tabular compensation disclosures and accompanying narrative discussion provide detailed information on the compensation of our NEOs.

We are asking our stockholders to indicate their support for the compensation paid to our NEOs in 2024 as described in this Proxy Statement (including the Compensation Discussion and Analysis, the compensation tables and other related compensation disclosures required by Regulation S-KItem 402 and contained herein). This proposal is intended to give our stockholders the opportunity to express their views on the compensation paid to our NEOs in 2024. This vote is not intended to address any specific item of compensation, but rather the overall compensation paid to our NEOs, and the philosophy, policies and practices described in this Proxy Statement.

As an advisory vote, your vote will not be binding on Core, the Board or the Compensation Committee. However, our Board and our Compensation Committee, which are responsible for designing and administering Core's executive compensation program, value the opinions of our stockholders and to the extent there is any significant vote against the compensation paid to our NEOs in 2024, we will consider our stockholders' concerns, if any, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Company elected to hold annual advisory votes on compensation paid to our NEOs following a 2024 advisory vote by our voting stockholders on the frequency of advisory votes on compensation. We are required to hold the next stockholder advisory vote on the frequency of advisory votes on compensation at the Annual Meeting of stockholders in 2030.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE, ON AN ADVISORY BASIS, "FOR" THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS IN 2024, AS DISCLOSED IN THIS PROXY STATEMENT, PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

Prior to the Merger, our executive officers consisted of Messrs. Brock, Rothka, Salvatori and Thakkar. Following the consummation of the Merger and effective January 14, 2025, the individuals listed in the table below were appointed as executive officers of the Company. Each officer is appointed by the Board and holds office for the term set forth in the officer's written employment agreement or until the officer's successor has been elected and qualified, or until such officer's earlier death, resignation or removal.

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Table of Contents

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Compensation Discussion and Analysis

As one of the major producers of high-Btubituminous thermal and crossover metallurgical coal in the United States and a producer of low-volmetallurgical coal at the Itmann mine and preparation plant, we operate with a pay-for-performancephilosophy in a challenging, highly competitive and rapidly evolving environment. This Compensation Discussion and Analysis ("CD&A") discusses the compensation decisions made for the fiscal year 2024 with respect to our named executive officers ("NEOs") listed below, which are the 2024 executive officers of legacy CONSOL. The 2024 fiscal year decisions were made by the Compensation Committee in effect prior to the Merger and were reflective of annual compensation practices of CONSOL.

Our Named Executive Officers in 2024 (NEOs)

We did not have any executive officers in 2024 other than the NEOs listed above. Ms. Wiegand's employment with the Company terminated effective August 7, 2024.

As of the Effective Date of the Merger, the executive team was reconstituted as follows:

For additional information regarding compensation-related aspects of the Merger, please see the section titled "Merger-Related Actions" on page 56 below and Amendment No. 1 to Registration Statement on Form S-4filed by legacy CONSOL on November 18, 2024.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Executive Summary

Compensation Philosophy and Overview

Select 2024 Financial and Business Highlights

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Summary of Key Compensation Considerations and Decisions in 2024

During 2024, the Compensation Committee engaged in important decisions and considerations with respect to executive compensation. It reviewed the current compensation philosophy in light of general compensation best practices and the industry in which the Company operates. The Compensation Committee also took into account positive stockholder feedback evidenced by the approximately 94.8% approval with respect to our 2024 say-on-payvote.

This section highlights key aspects of our 2024 compensation considerations and decisions made by the Compensation Committee based on these factors and after consultation with its independent compensation consultant:

Pay-for-PerformanceEmphasis

Our executive compensation program is focused on pay-for-performance.As a result, we link a significant portion of each NEO's total compensation to the achievement of specified performance goals that we believe indicate both short- and long-term financial performance. The charts below illustrate how the majority of compensation that may be earned by our NEOs is tied to achievement of performance goals and/or fluctuates with the underlying value of our common stock (restricted stock units).

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Executive Compensation Philosophy

Our commitment to strong corporate governance practices extends to the compensation plans, principles, programs and policies established by our Compensation Committee and our Board. Our compensation philosophy is designed to attract and retain key talent necessary for us to compete, promote a pay-for-performanceculture, incentivize our NEOs to achieve desired financial and operating results, and create a balanced compensation program that aligns risk-taking with the sustainability and both short-term and long-term financial health of our Company.

Our philosophy is founded on the following guiding principles:

Our compensation philosophy also reflects our commitment to enhancing management retention and leadership stability in a highly competitive market by subjecting a significant portion of total compensation to multi-year vesting or performance conditions, described on pages 52-56, relating to our long-term compensation programs, and designing a specific retention structure for our CEO through amendments to his employment agreement.

Executive Compensation Practices

Our compensation programs, practices, and policies are reviewed and re-evaluatedregularly and are subject to change from time to time in line with market best practices. Listed below are some of our more significant practices and policies that were in effect during fiscal year 2024, which are designed to drive performance and to align our executives' interests with those of our stockholders.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

What We Do and What We Don't Do.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

2024 Compensation Policies.

As noted above, we maintain the following compensation policies to provide accountability to our Company and our stockholders.

Compensation Process: Roles and Responsibilities

Our Compensation Committee has a number of processes and collects information from a variety of sources to assist it in ensuring our executive compensation programs are in line with our compensation philosophy and achieve our objectives. As described in greater detail below, the Compensation Committee, our management team, and an independent compensation consultant are all engaged in these processes.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

2024 Elements of Total Compensation

In 2024, our NEOs were compensated through the following key elements of compensation.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Detailed Review of 2024 Compensation Components

The following discussion outlines the targeted 2024 executive compensation program and what we paid our NEOs in 2024.

Base Salaries.

In January 2024, Mercer presented to the Compensation Committee its review of the compensation of our NEOs. Based on this review, the Compensation Committee determined to increase the base salaries for Mr. Thakkar, Mr. Salvatori, Ms. Wiegand and Mr. Rothka, as described below, to align their base salaries with appropriate comparable levels of peer companies or comparable positions with other similar companies and also to adjust for internal pay equity considerations.

2024 Short-Term Incentive Compensation (STIC).

The STIC is an annual incentive bonus program designed to align our executive officers' goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Under the STIC, target bonus amounts, expressed as a percentage of base salary, are established for participants at the beginning of each year. Funding of the STIC bonus amounts is determined based on attainment of predetermined financial performance measures (weighted at 80%) along with an assessment of each participant's individual performance (weighted at 20%).

For 2024, to emphasize retention of our key executives as well as other employees, the Compensation Committee once again approved interim quarterly goals and payouts for each of the first, second, and third quarters for the financial performance measures but not for individual performance. At the end of each of the first and third quarters, the Compensation Committee approved achievement against the quarterly financial performance measurement goals. Following the end of the fiscal year, the Compensation Committee reviewed and certified achievement against annual financial performance goals and determined individual performance results. After determining the annual payout amount based on both financial and individual performance, the Compensation Committee approved the payment of any additional amounts owed under the STIC in excess of amounts already received in previous quarters.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

Bonus Targets.

Bonus targets are established based on job responsibilities and comparable market data. For the 2024 STIC award with a performance period beginning January 1, 2024 and ending December 31, 2024, our Compensation Committee established the following bonus targets:

Company-Wide Performance Measures.

The Company-wide portion of the 2024 STIC awards were based 20% on PAMC Production, 30% on PAMC Average Cash Cost of Coal Sold per Ton*, 10% on Itmann Mine Operating EBITDA - Cap Ex*, 10% on Baltimore Terminal Operating EBITDA*, and 10% on Overall Environmental Compliance. The Compensation Committee believes achievement of these performance measures will drive our business and, in turn, lead to increased stockholder value.

EXECUTIVE COMPENSATION INFORMATION | Compensation Discussion and Analysis

The Compensation Committee reviewed and certified achievement of these annual Company-wide performance measures based on threshold, target and maximum payouts, as follows: