Core Natural Resources (NYSE: CNR) installs Brock as CEO, grants Lang $7.95M exit package

Rhea-AI Filing Summary

Core Natural Resources, Inc. appointed James A. Brock as Chief Executive Officer, effective October 6, 2025. He will also continue to serve as Chair of the Board. On the same date, former CEO and director Paul A. Lang separated from the company and resigned from the Board, moving into a consulting role through December 31, 2025.

Under an expected Separation and Release Agreement, and subject to a general release of claims, 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 obligations under his prior letter agreement. His outstanding time-vesting RSUs will be settled under existing terms, and his performance-based RSUs will be settled in cash based on target performance at $88.45 per share, the closing stock price on October 6, 2025. He will also receive base salary during the consulting period and reimbursement of certain relocation costs, while remaining subject to confidentiality, non-compete, and non-solicitation covenants.

Positive

• None.

Negative

• Material leadership change and significant separation cost: CEO and director Paul A. Lang departs, with the company incurring a $7,950,553 lump-sum payment plus benefits, consulting salary, and cash settlement of performance-based RSUs.

Insights

Corporate governance and compensation analyst

CEO transition with sizable cash and equity-based separation package for outgoing leader.

The company has installed James A. Brock as Chief Executive Officer, effective October 6, 2025, while he continues as Chair of the Board. Simultaneously, former CEO and director Paul A. Lang has resigned from the Board and transitioned into a consulting role through December 31, 2025. Leadership transitions of this level can influence strategic direction, though specific strategic changes are not described.

Mr. Lang’s departure triggers a substantial financial commitment. Subject to a general release, he is to receive a lump sum of $7,950,553, plus 18 months of COBRA premiums and 36 months of life insurance premiums, in satisfaction of obligations under his 2020 letter agreement. In addition, time-vesting RSUs will settle per existing terms, and performance-based RSUs will be settled in cash at an implied price of $88.45 per unit, referencing the stock’s closing price on October 6, 2025.

The arrangement also includes continued base salary during the consulting period and potential relocation cost reimbursement, offset by ongoing non-compete, non-solicitation, and confidentiality restrictions for Mr. Lang after the Transition Date. While this ensures continuity of access to his expertise through year-end 2025, the combination of a leadership change and a large separation package may be viewed as a near-term cost and governance focal point for investors.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2025

Core Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38147		82-1954058
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

275 Technology Drive, Suite 101 Canonsburg, Pennsylvania		15317
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(724) 416-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CNR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Exhibit No.		Description
99.1		Press release of Core Natural Resources, Inc. dated October 8, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CORE NATURAL RESOURCES, INC.
By:		/s/ Miteshkumar B. Thakkar
		Miteshkumar B. Thakkar
		Chief Financial Officer and President

Dated: October 8, 2025

FAQ

What leadership change did Core Natural Resources (CNR) disclose?

Core Natural Resources appointed James A. Brock as Chief Executive Officer, effective October 6, 2025, and he will also continue serving as Chair of the Board.

What happened to former CEO Paul A. Lang at Core Natural Resources (CNR)?

On October 6, 2025, Paul A. Lang separated from service with the company, resigned from the Board, and is expected to transition to a consultant role through December 31, 2025.

How much is Paul A. Lang expected to receive in cash from Core Natural Resources?

Subject to a general release, Mr. Lang is expected to receive a lump sum cash payment of $7,950,553, plus 18 months of COBRA premiums and 36 months of life insurance premiums, under his letter agreement.

How will Paul A. Lang’s RSUs be treated after his departure from Core Natural Resources?

Mr. Lang’s time-vesting RSUs will settle under the existing RSU agreements. His performance-based RSUs will be settled in cash, based on target performance, using $88.45 per unit, the closing stock price on October 6, 2025.

What consulting arrangements does Core Natural Resources have with Paul A. Lang?

Under the expected Separation Agreement, Mr. Lang will serve as a consultant from the Transition Date through December 31, 2025, receive base salary during this period, and may be reimbursed for certain relocation costs.

What restrictive covenants continue to apply to Paul A. Lang after leaving Core Natural Resources?

Mr. Lang remains bound by confidentiality, non-competition, and non-solicitation provisions in his letter agreement, including a one-year non-compete and non-solicit following the Transition Date.