Core Natural (CNR) CEO reports new RSU grant and tax share dispositions

Rhea-AI Filing Summary

Core Natural Resources, Inc. Executive Chair and CEO Brock James A reported routine equity compensation activity. On February 17, he received a grant of 21,190 restricted stock units that vest in three equal annual installments, each unit representing one share of common stock. On February 18, he disposed of 66,365 shares and 4,440 shares at $88.96 per share to cover tax liabilities from previously granted RSUs as they vested, rather than through open-market sales. After these transactions he held 266,967 shares directly, including 44,632 unvested RSUs, along with additional indirect holdings through the Lee Ann Brock Trust, SLAT-1, and GRAT-1.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brock James A

(Last) (First) (Middle)

275 TECHNOLOGY DRIVE, SUITE 101

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Core Natural Resources, Inc. [ CNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	02/17/2026		A		21,190(1)	A	$0	274,367	D
Common stock, par value $0.01 per share	02/18/2026		F		66,365(2)	D	$88.96	271,407	D
Common stock, par value $0.01 per share	02/18/2026		F		4,440(2)	D	$88.96	266,967(3)	D
Common stock, par value $0.01 per share								24,440	I	Lee Ann Brock Trust
Common stock, par value $0.01 per share								140,760	I	By SLAT-1
Common stock, par value $0.01 per share								117,398	I	By GRAT-1

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units pursuant to the Issuer's Omnibus Performance Incentive Plan, which vest annually in equal installments over a period of three years, beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. Represents shares of common stock withheld to satisfy the Reporting Person's tax liability from the vesting of restricted stock units previously granted to him.

3. Of the 266,967 shares reported, 44,632 are unvested restricted stock units.

	/s/ Rosemary L. Klein, Attorney-in-Fact for James A. Brock	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CNR CEO Brock James report on this Form 4?

Brock James reported a new grant of 21,190 restricted stock units and two share disposals used to cover tax liabilities from vesting RSUs. These were compensation-related movements, not open-market purchases or sales, and left his direct holdings at 266,967 shares.

How many Core Natural (CNR) shares does the CEO hold after these transactions?

After the reported activity, Brock James directly holds 266,967 Core Natural shares, including 44,632 unvested restricted stock units. He also has indirect ownership interests through the Lee Ann Brock Trust, SLAT-1, and GRAT-1, which together hold additional blocks of common stock.

Were the CNR share disposals by the CEO open-market sales?

The reported share disposals were not open-market sales. They were coded as tax-withholding dispositions, meaning shares valued at $88.96 were withheld to satisfy tax liabilities arising from the vesting of previously granted restricted stock units, a common administrative transaction.

What are the terms of the 21,190 RSUs granted to the CNR CEO?

The 21,190 restricted stock units were granted under Core Natural’s Omnibus Performance Incentive Plan and vest annually in three equal installments starting on the first anniversary of the grant. Each RSU represents a contingent right to receive one share of common stock.

How much of the CEO’s CNR stake consists of unvested restricted stock units?

Of the CEO’s 266,967 directly reported Core Natural shares, 44,632 are unvested restricted stock units. These RSUs represent future share delivery contingent on vesting conditions, adding to his long-term, equity-based compensation exposure to the company’s performance.