Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2025 (the “Transition Date”), the Board of Directors (the “Board”) of Core Natural Resources, Inc. (the “Company” or “Core”) appointed James A. Brock to serve as the Company’s Chief Executive Officer (“CEO”), effective immediately. Mr. Brock will continue to serve as Chair of the Board.
Mr. Brock’s biography was included in the Definitive Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 17, 2025, and is incorporated herein by reference.
On the Transition Date, Paul A. Lang separated from service with the Company and resigned as a member of the Board. Mr. Lang is entitled to the payments under his letter agreement dated April 30, 2020 (the “Letter Agreement”), vesting under his restricted stock unit (“RSU”) agreements and has agreed to provide transition consulting services through the end of the year.
The Company and Mr. Lang are expected to enter into a Separation and Release Agreement (the “Separation Agreement”) pursuant to which the Company and Mr. Lang will mutually agree that Mr. Lang will transition to a consultant role from the Transition Date through December 31, 2025 (the “Consulting Period”). Pursuant to the Separation Agreement, subject to Mr. Lang executing a general release and waiver of claims against the Company, Mr. Lang will receive a lump sum cash payment of $7,950,553 (plus 18 months of COBRA premiums and 36 months of life insurance premiums) in satisfaction of the Company’s obligations under the Letter Agreement. Additionally, Mr. Lang’s outstanding time-vesting RSUs will be settled in accordance with the terms of the applicable RSU agreements, and Mr. Lang’s outstanding performance-based RSUs will be settled with a cash payment in an amount equal to (i) the number of performance-based RSUs that would have been settled assuming target performance multiplied by (ii) $88.45 (the closing price of the Company’s common stock on October 6, 2025).
Mr. Lang is also entitled to reimbursement for costs incurred in relocating his residence within the continental United States. The Company will also pay Mr. Lang’s base salary during the Consulting Period.
Mr. Lang continues to be bound by the confidentiality and restrictive covenant provisions set forth in the Letter Agreement, which provides for non-competition and non-solicitation restrictions for one year following the Transition Date and restrictions on the disclosure and use of confidential information at any time following the Transition Date.
The foregoing description of the Separation Agreement does not purport to be complete and will be qualified in its entirety by reference to the text of the Separation Agreement.
Item 7.01 Regulation FD Disclosure.
On October 8, 2025, the Company issued a press release announcing the appointment of Mr. Brock as CEO and departure of Mr. Lang, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and the Exhibit 99.1 shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description |
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| 99.1 |
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Press release of Core Natural Resources, Inc. dated October 8, 2025 |
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| 104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
