Alpha Metallurgical Resources, Inc.AMR
Alpha Metallurgical Resources, Inc. Stock Compensation Disclosure
Stock-Based Compensation Awards
The MIP was authorized for the issuance of awards of up to 1,201,202 shares of common stock. Although management does not intend to grant any future awards under the MIP, there were 113,884 shares of common stock remaining for grant under the MIP as of December 31, 2025. The LTIP is currently authorized for the issuance of awards of up to 1,500,000 shares of common stock, and as of December 31, 2025, there were 765,333 shares of common stock available for grant under the LTIP.
The Company does not backdate or retroactively grant restricted stock units and generally schedules board and compensation committee meetings during the prior year. Further, the Company generally makes annual equity award grants to its directors and named executive officers at approximately the same times each year. The Company does not time equity awards to take advantage of the release of earnings or other major announcements by the Company, or market conditions.
As of December 31, 2025, the Company did not have outstanding awards of stock options, stock appreciation rights, or similar option-like instruments.
As of December 31, 2025, the Company had two types of stock-based awards outstanding: time-based restricted stock units and performance-based restricted stock units. Upon vesting and settlement or exercise of the stock-based awards outstanding, the Company issues authorized and unissued shares of the Company’s common stock to the recipient. Stock-based compensation expense totaled $13,640, $12,929, and $20,856 for the years ended December 31, 2025, 2024, and 2023, respectively. For the years ended December 31, 2025, 2024, and 2023, approximately 85%, 86%, and 95%, respectively, of stock-based compensation expense was reported as selling, general and administrative expenses, and the remainder was recorded as cost of coal sales.
The Company is authorized to repurchase common shares from employees (upon the election by the employee) to satisfy the employees’ statutory tax withholdings upon the vesting of stock grants. Shares that are repurchased to satisfy the employees’ statutory tax withholdings are recorded in treasury stock at cost. During the year ended December 31, 2025, the Company repurchased 26,519 shares of its common stock issued pursuant to awards under the MIP and LTIP for a total purchase amount of $5,155, or $194.39 average price paid per share. During the year ended December 31, 2024, the Company
repurchased 144,427 shares of its common stock issued pursuant to awards under the MIP and LTIP for a total purchase amount of $55,419, or $383.72 average price paid per share. During the year ended December 31, 2023, the Company repurchased 81,287 shares of its common stock issued pursuant to awards under the MIP and LTIP for a total purchase amount of $17,333, or $213.23 average price paid per share.
On November 8, 2023, the Company modified the terms of certain outstanding stock-based compensation awards previously granted to Mr. Stetson, the executive chair of the Board at the time of the modification. Pursuant to the terms of the modification, upon the completion of his service as executive chair as of the end of the day on December 31, 2023, and his appointment by the Board as non-executive chair of the Board effective as of January 1, 2024, the pro-rata vesting of his outstanding incentive awards was to be calculated as if his separation date were instead December 31, 2024. The modification resulted in total incremental compensation cost of $6,717 for the year ended December 31, 2023 and impacted the time-based restricted stock units and performance-based restricted stock units granted to him under the LTIP during the years ended December 31, 2023 and 2022. Awards held by other employees were not affected by the modification. As all modified awards are fully vested, there was no remaining compensation cost to be recognized as of December 31, 2023.
2025 Awards Granted
During the year ended December 31, 2025, the Company granted certain key employees and non-employee directors 50,335 time-based restricted stock units under the LTIP with a weighted average grant date fair value of $185.77 based on the Company’s closing stock price at the trading day before the date of the grant. Awards granted to key employees on January 22, 2025 will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date. Restricted stock units were also granted to non-employee directors on May 7, 2025, which will vest on the first to occur of (i) May 6, 2026, (ii) the director’s separation of service due to the director’s death or physical or mental incapacity to perform his or her usual duties, (iii) the director’s service as a member of the Board is terminated, for any reason other than removal for cause, as of a date that is more than six months after the date of grant, and (iv) a change in control.
Additionally, during the year ended December 31, 2025, the Company granted certain key employees 30,279 performance-based restricted stock units under the LTIP, which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period. These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria. These performance-based restricted stock units have the potential to be earned from 0% to 200% of the targeted performance level, depending on actual results. Upon vesting and settlement of these awards, the Company will issue authorized and previously unissued shares of the Company’s common stock to the recipient. The 18,168 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $196.42. For the awards with operational performance conditions, the Company reassesses at each reporting date whether achievement of each of the performance conditions was probable and adjusts the accrual of stock-based compensation expense as needed. The 12,111 relative total shareholder return performance-based restricted stock units were valued relative to the stock price performance of a comparator group and had weighted average grant date fair value based on a Monte Carlo simulation. Refer to the “Performance-Based Restricted Stock Units — Relative Performance-Based Restricted Stock Units” section below for further detail.
2024 Awards Granted
During the year ended December 31, 2024, the Company granted certain key employees and non-employee directors 25,734 time-based restricted stock units under the LTIP with a weighted average grant date fair value of $389.07 based on the Company’s closing stock price at the trading day before the date of the grant. Awards granted to key employees on January 24, 2024 will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date. Restricted stock units were also granted to two non-employee directors on February 29, 2024, which vested on May 2, 2024, and to multiple non-employee directors on May 2, 2024, which vested on May 1, 2025. Restricted stock units were also granted to Mr. Gorzynski effective with his appointment to chair of the Board on December 13, 2024, which vested on May 1, 2025.
Additionally, during the year ended December 31, 2024, the Company granted certain key employees 15,820 performance-based restricted stock units under the LTIP, which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period. These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria. These performance-based restricted stock units have the potential to be earned from 0% to 200% of the targeted performance level, depending on actual results. Upon vesting and settlement of these awards, the Company will issue authorized and previously unissued shares of the Company’s common stock to the recipient. The 9,490 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $400.93. For the awards with operational performance conditions, the Company reassesses at each reporting date whether achievement of each of the performance conditions was probable and adjusts the accrual of stock-based compensation expense as needed. The 6,330 relative total shareholder return performance-based restricted stock units were valued relative to the stock price performance of a comparator group and had weighted average grant date fair value based on a Monte Carlo simulation. Refer to the “Performance-Based Restricted Stock Units — Relative Performance-Based Restricted Stock Units” section below for further detail.
2023 Awards Granted
During the year ended December 31, 2023, the Company granted certain key employees and non-employee directors 35,018 time-based restricted stock units under the LTIP with a weighted average grant date fair value of $165.43 based on the Company’s closing stock price at the trading day before the date of the grant. Awards granted to key employees on January 25, 2023 will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date. Per the terms of the transition agreement between Mr. Stetson and the Company, dated November 18, 2022, relating to his service as the Company’s executive chair of the Board, and then as its non-executive chair, awards granted to Mr. Stetson were to vest pro-rata as of December 31, 2023, the last day of his service as the Company’s executive chair, reflecting his service through that date. The transition agreement was later amended as discussed above. Restricted stock units were also granted to a non-employee director on February 2, 2023, which vested on May 2, 2023, and to multiple non-employee directors on May 3, 2023, which vested on May 2, 2024.
Additionally, during the year ended December 31, 2023, the Company granted certain key employees 49,701 performance-based restricted stock units under the LTIP, which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period. These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria. Per the terms of the transition agreement between Mr. Stetson and the Company, dated November 18, 2022, relating to his service as the Company’s executive chair of the Board, and then as its non-executive chair, the awards granted to Mr. Stetson were to vest pro-rata as of December 31, 2023, the last day of his service as the Company’s executive chair, reflecting his service through that date. The transition agreement was later amended as discussed above. The performance-based restricted stock units have the potential to be earned from 0% to 200% of the targeted performance level, depending on actual results. Upon vesting and settlement of these awards, the Company will issue authorized and previously unissued shares of the Company’s common stock to the recipient. The 29,816 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $171.07. For the awards with operational performance conditions, the Company reassesses at each reporting date whether achievement of each of the performance conditions was probable and adjusts the accrual of stock-based compensation expense as needed. Of the 19,885 relative total shareholder return performance-based restricted stock units, 2,093 were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $171.07, and 17,792 were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair value based on a Monte Carlo simulation. Refer to the “Performance-Based Restricted Stock Units — Relative Performance-Based Restricted Stock Units” section below for further detail.
Time-Based Restricted Stock Units
Time-based restricted stock unit activity for the year ended December 31, 2025 is summarized in the following table:
| Time-based restricted stock unit activity: | Number of Shares | Weighted-Average Grant Date Fair Value | |||||||||
| Non-vested shares outstanding at December 31, 2024 | 43,330 | $ | 252.62 | ||||||||
| Granted | 50,335 | $ | 185.77 | ||||||||
Vested (1) | (31,276) | $ | 175.00 | ||||||||
| Forfeited | (1,025) | $ | 249.49 | ||||||||
| Non-vested shares outstanding at December 31, 2025 | 61,364 | $ | 237.40 | ||||||||
(1) Includes 8,071 shares with deferred settlement pursuant to the award agreements.
As of December 31, 2025, there was $4,526 of unrecognized compensation cost related to non-vested time-based restricted stock units which is expected to be recognized as expense over a weighted-average period of 1.41 years. The total fair value of shares vested, including awards with deferred settlements, during the years ended December 31, 2025, 2024, and 2023, was $5,907, $31,257, and $35,204, respectively.
Performance-Based Restricted Stock Units
Relative Performance-Based Restricted Stock Units
The relative total shareholder return performance-based restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair value based on assumptions incorporated in a Monte Carlo simulation as presented in the following table:
| Year Ended December 31, | |||||||||||||||||
| Relative performance-based restricted stock units | 2025 | 2024 | 2023 | ||||||||||||||
| Weighted average grant date fair value | $ | 231.59 | $ | 531.08 | $ | 267.18 | |||||||||||
Start price (1) | $ | 216.98 | $ | 316.88 | $ | 151.35 | |||||||||||
Valuation date stock price (2) | $ | 193.40 | $ | 389.97 | $ | 176.44 | |||||||||||
Expected volatility (3) | 57.69 | % | 64.21 | % | 102.06 | % | |||||||||||
Risk-free interest rate (4) | 4.29 | % | 4.16 | % | 3.82 | % | |||||||||||
Expected dividend yield (5) | — | % | — | % | — | % | |||||||||||
(1) The start price for the Company represented the average closing stock price over the twenty trading days ending on December 31, 2024, 2023 and 2022, respectively, assuming dividends distributed during this period were reinvested in additional shares of the Company’s stock on the ex-dividend date.
(2) The valuation date stock price represented the closing value on the grant date.
(3) The expected volatility assumption was based on the historical volatility of the price of the Company’s stock.
(4) The annual risk-free interest rate equaled the yield on the semi-annual zero coupon U.S. Treasury rates converted to continuously compounded rates that had a term equal to the length of the remaining performance measurement period as of the valuation date.
(5) The expected dividend yield represented the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
Relative performance-based restricted stock unit activity for the year ended December 31, 2025 based on target achievement of the performance criteria is summarized in the following table:
| Relative performance-based restricted stock unit activity: | Number of Shares | Weighted-Average Grant Date Fair Value | |||||||||
| Non-vested shares outstanding at December 31, 2024 | 33,378 | $ | 251.61 | ||||||||
| Granted | 12,111 | $ | 231.59 | ||||||||
Vested (1) | (11,879) | $ | 97.33 | ||||||||
| Forfeited | (523) | $ | 297.20 | ||||||||
| Non-vested shares outstanding at December 31, 2025 | 33,087 | $ | 298.95 | ||||||||
(1) Excludes 10,244 net shares issued due to achievement of performance metrics above the 100% targeted performance level pursuant to the award agreement.
As of December 31, 2025, there was $3,052 of unrecognized compensation cost related to non-vested relative performance-based restricted stock units which is expected to be recognized as expense over a weighted-average period of 1.65 years. The total fair value of shares vested during the years ended December 31, 2025, 2024, and 2023 was $2,303, $26,847, and $3,559, respectively, excluding net shares issued above the 100% targeted performance level.
Operational Performance-Based Restricted Stock Units
Operational performance-based restricted stock unit activity for the year ended December 31, 2025 based on target achievement of the performance criteria is summarized in the following table:
Operational performance-based restricted stock unit activity: | Number of Shares | Weighted-Average Fair Value | |||||||||
| Non-vested shares outstanding at December 31, 2024 | 50,054 | $ | 170.75 | ||||||||
| Granted | 18,168 | $ | 196.42 | ||||||||
Vested (1) | (12,410) | $ | 60.37 | ||||||||
| Forfeited/Canceled | (6,193) | $ | 79.77 | ||||||||
| Non-vested shares outstanding at December 31, 2025 | 49,619 | $ | 219.11 | ||||||||
(1) Excludes 5,075 net shares issued due to achievement of performance metrics above the 100% targeted performance level pursuant to the award agreement.
As of December 31, 2025, there was $801 of unrecognized compensation cost related to non-vested operational performance-based restricted stock units, based on the probability of achievement as of December 31, 2025, which is expected to be recognized as expense over a weighted-average period of 1.20 years.The total fair value of shares vested during the years ended December 31, 2025, 2024, and 2023 was $2,406, $40,270, and $5,339, respectively, excluding net shares issued above the 100% targeted performance level.
Performance-Based Cash Incentive Awards
The performance-based cash incentive awards granted during the year ended December 31, 2022 were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair value as a percent of target dollar value based on assumptions incorporated in a Monte Carlo simulation as presented in the following table:
| Performance-based cash incentive awards | Year Ended December 31, 2022 | ||||
| Weighted average grant date fair value | 61.97 | % | |||
Start price (1) | $ | 53.29 | |||
Valuation date stock price (2) | $ | 61.09 | |||
Expected volatility (3) | 106.48 | % | |||
Risk-free interest rate (4) | 1.26 | % | |||
Expected dividend yield (5) | — | % | |||
(1) The start price for the Company represented the average closing stock price over the twenty trading days ending on December 31, 2021, assuming dividends distributed during this period were reinvested in additional shares of the Company’s stock on the ex-dividend date.
(2) The valuation date stock price represented the closing price on the grant date.
(3) The expected volatility assumption was based on the historical volatility of the price of the Company’s stock.
(4) The annual risk-free interest rate equaled the yield on the semi-annual zero coupon U.S. Treasury rates converted to continuously compounded rates that had a term equal to the length of the remaining performance measurement period as of the valuation date.
(5) The expected dividend yield represented the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
Performance-based cash incentive award activity for the year ended December 31, 2025 based on target achievement of the performance criteria is summarized in the following table:
| Performance-based cash incentive award activity: | Target Dollar Value | Weighted-Average Fair Value as a % of Target Dollar Value | |||||||||
| Non-vested awards outstanding at December 31, 2024 | $ | 990 | 186.23 | % | |||||||
| Granted | — | — | % | ||||||||
| Vested | (990) | 186.23 | % | ||||||||
| Forfeited | — | — | % | ||||||||
| Non-vested awards outstanding at December 31, 2025 | $ | — | — | % | |||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.