Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thakkar Miteshkumar

(Last)

(First)

(Middle)

275 TECHNOLOGY DRIVE, SUITE 101

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Core Natural Resources, Inc. [ CNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	01/14/2025		A		3,946⁽¹⁾⁽²⁾⁽³⁾	A	$0	45,934	D
Common stock, par value $0.01 per share	01/14/2025		F		1,714⁽⁴⁾	D	$101.95	44,220	D
Common stock, par value $0.01 per share	01/14/2025		A		4,685⁽¹⁾⁽²⁾⁽⁵⁾	A	$0	48,905	D
Common stock, par value $0.01 per share	01/14/2025		F		2,035⁽⁴⁾	D	$101.95	46,870	D
Common stock, par value $0.01 per share	01/14/2025		F		8,870⁽⁶⁾	D	$101.95	38,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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,

2. (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.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/ Rosemary L. Klein, Attorney-in-Fact	01/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Core Natural Resources, Inc. (the “Company”), the undersigned hereby constitutes and appoints Rosemary L. Klein, Matthew S. Tyree, Michael J. Baker, and Jolene Mermis, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

prepare, execute and submit for and on behalf of the undersigned, Forms 3, 4, and 5, and any amendments thereto, in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

prepare, execute and submit for and on behalf of the undersigned, Forms 144, and any amendments thereto, in accordance with Rule 144 of the Securities Act of 1933, as amended, and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of January, 2025.