Form 8-K

8-K — Core Natural Resources, Inc.

Accession: 0001710366-26-000023

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001710366

SIC: 1220 (BITUMINOUS COAL & LIGNITE MINING)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cnr-20260430.htm (Primary)

EX-99.1 (cnr8-k04302026xexhibit991.htm)

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8-K

8-K (Primary)

Filename: cnr-20260430.htm · Sequence: 1

cnr-20260430

0001710366FALSE00017103662026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2026

Core Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-38147 82-1954058

(State or other jurisdiction of incorporation) (Commission File Number)

(IRS Employer

Identification No.)

275 Technology Drive Suite 101

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(724) 416-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value CNR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2026, Core Natural Resources, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, March 6, 2026, there were 50,750,366 shares of common stock outstanding and entitled to vote. The final voting results on the matters considered by stockholders at the Annual Meeting are provided below.

Proposal 1: James A. Brock, Edward L. Doheny II, Ronald C. Keating, Holly Keller Koeppel, Patrick A. Kriegshauser, Richard A. Navarre, Valli Perera and Joseph P. Platt were elected as directors, each for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders by the following votes:

Director Name For Withheld Broker

Non-Votes

James A. Brock 40,602,812 260,727 4,305,336

Edward L. Doheny II 40,809,468 54,071 4,305,336

Ronald C. Keating 40,790,400 73,139 4,305,336

Holly Keller Koeppel 40,267,709 595,830 4,305,336

Patrick A. Kriegshauser 40,697,340 166,199 4,305,336

Richard A. Navarre 40,115,992 747,547 4,305,336

Valli Perera 40,468,236 395,303 4,305,336

Joseph P. Platt 40,582,356 281,183 4,305,336

Proposal 2: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, by the following votes:

For: 45,061,288

Against: 75,451

Abstain: 32,136

Proposal 3: The compensation paid to the Company’s named executive officers in 2025 was approved on an advisory basis, by the following votes:

For: 40,057,737

Against: 753,466

Abstain: 52,336

Broker Non-Votes: 4,305,336

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Messrs. Doheny and Keating is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release of Core Natural Resources, Inc. dated April 30, 2026

Exhibit 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Core Natural Resources, Inc.

(Registrant)

By: /s/ MITESHKUMAR B. THAKKAR

Miteshkumar B. Thakkar

President and Chief Financial Officer

Dated: April 30, 2026

EX-99.1

Filename: cnr8-k04302026xexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Ted Doheny and Ron Keating Elected to Core Natural Resources’ Board of Directors

CANONSBURG, Pa., April 30, 2026 /PRNewswire/ – Today, Core Natural Resources, Inc. (NYSE: CNR) (“Core,” the “company,” “we” or “our”) announced that Edward L. Doheny II and Ronald C. Keating have been elected to its board of directors at Core’s Annual Meeting of Stockholders held on April 30, 2026.

“We are extremely pleased to welcome Ron and Ted to the Core board,” said Jimmy Brock, Core’s chairman and chief executive officer. “Both are proven leaders with exceptional track records of driving operational excellence, innovation, growth and stockholder value, and both bring tremendous business acumen and a wealth of board-related experiences to our high-performing board. I look forward to working with Ted, Ron and the rest of the board to realize Core’s great potential, while operating in tight alignment with our core values of safety and compliance, continuous improvement, and financial performance.”

Ron Keating currently serves as president and chief executive officer of Excelitas Technologies Corp., a leading provider of industrial technologies, precision instrumentation, measurement, and control systems. Prior to joining Excelitas, Keating served as president and chief executive officer of Evoqua Water Technologies, a leading provider of global water treatment solutions and services. Keating also served as president, chief executive officer and chairman of the board of Contech Engineered Solutions Inc., a manufacturer of infrastructure products. Earlier in his career, Keating held a range of senior executive positions at Kennametal Inc., including vice president and president of the Metalworking Solutions and Services Group, and also held various management positions at Ingersoll-Rand Inc. He currently serves on the board of directors of Hayward Holdings, Inc. and is a past director of Enpro Inc., Evoqua Water Technologies Corp., and US Ecology, Inc. Keating holds an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A&M University.

Ted Doheny currently serves as a senior advisor at the Boston Consulting Group. Prior to joining BCG, Doheny served as president and CEO of Sealed Air, a global packaging company; as president and CEO of Joy Global, a global mining equipment manufacturer until it was acquired by Komatsu America Corp. in 2017; and as president and chief operating officer of Joy Mining Machinery. Earlier in his career, Doheny spent 21 years at Ingersoll-Rand Corporation, holding leadership positions across the U.S., Europe, and Asia Pacific, culminating in his role as sector president of Industrial Technologies. In addition, he served as a director of John Bean Technologies, Joy Global, Sealed Air, and Eastman Chemical Company. He is a past member of the executive committee of the National Association of Manufacturers and the National Mining Association, and he was a founding board member of the Alliance to End Plastic Waste. Doheny earned a B.S. in Mechanical Engineering from Cornell University, where he was a Cornell National Scholar, and an M.S.M. in Business from Purdue University.

About Core Natural Resources, Inc.

Core Natural Resources, Inc. (NYSE: CNR) is a world-class producer of high-quality metallurgical and high calorific value thermal coals for the global marketplace. Core’s highly skilled workforce operates a best-in-sector portfolio of large-scale, low-cost longwall mines, including the Pennsylvania Mining Complex, Leer, Leer South, and West Elk mines, along with one of the world’s largest and most productive surface mines, Black Thunder. The company plays an essential role in meeting the world’s growing need for steel, infrastructure, and energy, while simultaneously serving the resurgent requirements of the U.S. power generation fleet. Core has an extensive and strategic logistical network – anchored by ownership positions in two East Coast marine export terminals – that provides reliable and efficient access to seaborne coal markets. The company’s deeply ingrained culture is grounded in safety and compliance, continuous improvement, and financial performance, with an emphasis on stakeholder engagement and stockholder returns. Core was created in January 2025 via the merger of long-time industry leaders CONSOL Energy and Arch Resources and is based in Canonsburg, Pennsylvania.

SOURCE: Core Natural Resources, Inc.

Contacts:

Investor:

Deck Slone, (314) 994-2766

deckslone@coreresources.com

Media:

Erica Fisher, (724) 416-8292

ericafisher@coreresources.com

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