Core Natural Resources (CNR) officer logs RSU grant and tax share withholding

Rhea-AI Filing Summary

Core Natural Resources, Inc. Chief Accounting Officer John Rothka reported routine equity compensation activity involving the company’s common stock. On February 17, 2026, he acquired 760 restricted stock units as a grant that vests in three equal annual installments, with each unit representing the right to receive one share of common stock. On February 18, 2026, 97 shares were disposed of to cover tax withholding arising from the vesting of previously granted restricted stock units, rather than through an open-market sale. Following these transactions, he directly owned 9,970 shares of common stock, including 1,312 unvested restricted stock units.

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

OMB APPROVAL

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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^*

Rothka John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

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		760(1)	A	$0	10,067	D
Common stock, par value $0.01 per share	02/18/2026		F		97(2)	D	$88.96	9,970(3)	D

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 9,970 shares reported, 1,312 are unvested restricted stock units.

	/s/ Rosemary L. Klein, Attorney-in-Fact for John Rothka	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Core Natural Resources (CNR) report for John Rothka?

Core Natural Resources’ Chief Accounting Officer John Rothka reported a grant of 760 restricted stock units and a tax-withholding disposition of 97 shares. These transactions reflect routine equity compensation activity rather than open-market buying or selling of CNR common stock.

Was the Core Natural Resources (CNR) insider transaction an open-market sale?

No, the 97-share disposition was not an open-market sale. The shares were withheld to satisfy John Rothka’s tax liability from vesting restricted stock units, a common administrative mechanism for equity compensation rather than a discretionary stock sale.

How many Core Natural Resources (CNR) shares does John Rothka own after the Form 4?

After the reported transactions, John Rothka directly owned 9,970 shares of Core Natural Resources common stock. This total includes 1,312 unvested restricted stock units, which represent contingent rights to receive shares as they vest over time.

What are the terms of the restricted stock unit grant reported by CNR for John Rothka?

The grant consists of 760 restricted stock units issued under Core Natural Resources’ Omnibus Performance Incentive Plan. These units vest annually in three equal installments, beginning on the first anniversary of the grant date, with each unit convertible into one share of common stock.

How does the Core Natural Resources (CNR) RSU vesting affect share issuance?

Each Core Natural Resources restricted stock unit represents a contingent right to receive one share of common stock. As the 760 units vest annually over three years, shares are delivered and may trigger tax withholding, such as the 97 withheld shares reported in this Form 4.