Core Natural Resources, Inc.CNR
Core Natural Resources, Inc. Stock Compensation Disclosure
NOTE 18—STOCK-BASED COMPENSATION:
The Company adopted the CONSOL Energy Inc. Omnibus Performance Incentive Plan (the “Performance Incentive Plan”) on November 22, 2017. On February 18, 2025, the Performance Incentive Plan was amended to change the name of the plan to the Core Natural Resources, Inc. Equity Plan and to assume the shares of Arch common stock, par value $0.01, that were available for grant under the Arch Resources, Inc. 2016 Omnibus Incentive Plan, as amended from time to time, immediately prior to the consummation of the Merger (such shares, after appropriate adjustment to reflect the Merger, the “Remaining Arch Plan Shares”) so that the Remaining Arch Plan Shares are available for issuance under the Performance Incentive Plan in accordance with, and subject to the terms and conditions of, the New York Stock Exchange Listed Company Manual (including Rule 303A.08 thereof).
The Performance Incentive Plan provides for grants of stock-based awards to employees, including any officer or employee-director of the Company, who is not a member of the Compensation Committee. These awards are intended to compensate the recipients thereof based on the performance of the Company’s stock and the recipients’ continued services during the vesting period, as well as align the recipients’ long-term interests with those of the Company’s stockholders. The Company is responsible for the cost of awards granted under the Performance Incentive Plan, and all determinations with respect to awards to be made under the Performance Incentive Plan will be made by the board of directors or a committee as delegated by the board of directors.
The Performance Incentive Plan generally limits the number of shares that may be delivered pursuant to vested awards to 4,290,278 shares, which includes 1,690,278 shares from the Remaining Arch Plan Shares that can be granted subject to awards until October 5, 2026. The share pool is subject to proportionate adjustment in the event of stock splits, stock dividends, recapitalizations, and other similar transactions or events. Shares subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminate without delivery will be available for delivery pursuant to other awards.
For only those shares expected to vest, the Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award as specified in the award agreement, which is generally the vesting term. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of the Company. Some awards may accelerate based on retirement age. The Company accounts for forfeitures of stock-based compensation as they occur. The total stock-based compensation expense recognized during the years ended December 31, 2025, 2024 and 2023 was $32,943, $11,350, and $10,046, respectively, and was included in General and Administrative Costs on the Consolidated Statements of (Loss) Income. This includes expense specifically related to the Performance Incentive Plan. The related deferred tax benefit totaled $7,464, $2,539 and $2,244 for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the Company has $10,129 of unrecognized compensation cost related to all nonvested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 1.66 years. The vesting of all nonvested stock-based compensation awards was accelerated in accordance with the terms of the Merger Agreement at the effective time of the closing of the Merger. When restricted stock and performance share unit awards become vested, the issuances are made from the Company’s common stock shares.
Restricted Stock Units
The Company grants certain employees and non-employee directors restricted stock units, which entitle the holder to shares of common stock as the award vests. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. The total fair value of restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $23,323, $17,710 and $8,359, respectively. The following table represents the nonvested restricted stock units and their corresponding fair value (based upon the closing share price) at the date of grant:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Nonvested at December 31, 2024 | 373,464 | $ | 55.43 | ||||||||
| Granted | 205,420 | $ | 78.60 | ||||||||
| Vested | (408,637) | $ | 57.27 | ||||||||
| Forfeited | (3,329) | $ | 78.60 | ||||||||
| Nonvested at December 31, 2025 | 166,918 | $ | 78.30 | ||||||||
Performance Share Units
The Company grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the service period of awards and adjusted for the probability of achievement of performance-based goals. The total fair value of performance share units vested during the years ended December 31, 2025, 2024 and 2023 was $4,739, $1,090 and $1,161, respectively. The following table represents the nonvested performance share units and their corresponding fair value (based upon the closing share price or a Monte Carlo simulation) on the date of grant:
| Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
| Nonvested at December 31, 2024 | 57,614 | $ | 75.64 | ||||||||
| Granted | 230,994 | $ | 82.61 | ||||||||
| Vested | (63,708) | $ | 74.38 | ||||||||
| Forfeited | (53,203) | $ | 80.90 | ||||||||
| Nonvested at December 31, 2025 | 171,697 | $ | 83.86 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 20, 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.