--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-007135" form_type: "8-K" ticker: "CNR" cik: "0001710366" company_name: "Core Natural Resources, Inc." filed_at: "2025-01-15T23:59:59+00:00" generated_at: "2026-05-28T01:13:00.125611+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Core Natural Resources formed via Arch/CONSOL merger of equals, effective Jan 14 ## Summary - Arch stockholders received 1.326 Core shares per share; Core issued ~25M shares (46% of post-merger). - Company renamed Core Natural Resources, trades on NYSE as 'CNR' from Jan 15; ticker changed from CEIX. - Board expanded to 8 (4 from each legacy); Paul Lang named CEO, James Brock Executive Chair. - Revolving credit facility increased to $600M, maturing April 2029; $98.1M of Arch bonds purchased and terminated. - More than 99% of stockholders of both companies voted to approve the merger. ## SEC filing metadata - accession: 0001193125-25-007135 - form_type: 8-K - ticker: CNR - cik: 0001710366 - company_name: Core Natural Resources, Inc. - filed_at: 2025-01-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.03, 5.03, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/d836647d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-007135 - JSON: https://secwatch.observer/filing/0001193125-25-007135.json - Plain text: https://secwatch.observer/filing/0001193125-25-007135.txt ## Key facts - Executive change Paul A. Lang was appointed as Director at Core Natural Resources, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Messrs. Paul A. Lang, Richard A. Navarre and Patrick A. Kriegshauser, and Ms. Holly Keller Koeppel, each of whom were members of the Arch Board immediately prior to the Effective Time, were appointed to the Company Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Executive change Patrick A. Kriegshauser was appointed as Director at Core Natural Resources, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Messrs. Paul A. Lang, Richard A. Navarre and Patrick A. Kriegshauser, and Ms. Holly Keller Koeppel, each of whom were members of the Arch Board immediately prior to the Effective Time, were appointed to the Company Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Executive change James A. Brock was appointed as Executive Chairman of the Company Board at Core Natural Resources, Inc.. - Action: appointed as Executive Chair - Role: Executive Chairman of the Company Board source text: Mr. Brock was appointed as Executive Chair of the Company Board and ceased to serve as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Executive change Richard A. Navarre was appointed as Director at Core Natural Resources, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Messrs. Paul A. Lang, Richard A. Navarre and Patrick A. Kriegshauser, and Ms. Holly Keller Koeppel, each of whom were members of the Arch Board immediately prior to the Effective Time, were appointed to the Company Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Executive change John T. Mills resigned as Director at Core Natural Resources, Inc.. - Action: resigned - Role: Director source text: On January 13, 2025, Mr. John T. Mills submitted his resignation from the Company Board and any and all committees thereof, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Executive change Holly Keller Koeppel was appointed as Director at Core Natural Resources, Inc.. - Action: appointed - Role: Director source text: As of the Effective Time, Messrs. Paul A. Lang, Richard A. Navarre and Patrick A. Kriegshauser, and Ms. Holly Keller Koeppel, each of whom were members of the Arch Board immediately prior to the Effective Time, were appointed to the Company Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Governance Changes Core Natural Resources, Inc.: Amended certificate of incorporation to change name to Core Natural Resources, Inc. and increase authorized common shares from 62,500,000 to 125,000,000 (effective 2025-01-14). - Change: charter amendment - Effective: 2025-01-14 source text: On January 14, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the "Charter Amendment") to (i) change its name to "Core Natural Resources, Inc." and (ii) increase the number of authorized shares of Company Common Stock from 62,500,000 shares to 125,000,000 shares. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - Governance Changes Core Natural Resources, Inc.: Adopted amended and restated bylaws updating the company name, adding corporate governance provisions, and making conforming updates. - Change: bylaw amendment source text: Effective upon the Effective Time, the Company adopted the Company Bylaws to (i) update the Company's name to "Core Natural Resources, Inc.," (ii) add certain corporate governance provisions as described in the Joint Proxy Statement/Prospectus under the heading "Amended and Restated Bylaws of the Combined Company" and (iii) make certain other updates and conforming changes. evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm - M&A Transactions Core Natural Resources, Inc. underwent a change of control involving Arch Resources, Inc. for 1.326 shares of common stock per share (closed 2025-01-14). - Action: change of control - Counterparty: Arch Resources, Inc. - Consideration: 1.326 shares of common stock per share - Closing: 2025-01-14 source text: immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive 1.326 shares of common stock, par value $0.01 per share (the “Exchange Ratio”), of the Company (“Company Common Stock”). In connection with the Merger, the Company issued approximately evidence_url: https://www.sec.gov/Archives/edgar/data/1710366/000119312525007135/0001193125-25-007135-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.