John Rothka - 14 Jan 2025 Form 4 Insider Report for Core Natural Resources, Inc. (CNR)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of August 20, 2024 (the "Merger Agreement"), by and among Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation (the "Company"), Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub") and Arch Resources, Inc., a Delaware corporation ("Arch"), on January 14, 2025, Merger Sub merged with and into Arch, with Arch surviving the merger as a wholly-owned subsidiary of the Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Merger Agreement, each (i) restricted stock unit award of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time fully vested and settled in the number of shares of common stock, par value $0.01 per share,

Footnote F2

(Continued from footnote 1) of the Company covered by such award and (ii) each performance stock unit ("PSU") of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time fully vested, was cancelled and automatically converted into the number of shares of common stock, par value $0.01 per share, of the Company covered by such award based on the greater of actual performance and target performance. As such, the number reported consists solely of unrestricted shares of common stock, par value $0.01 per share, of the Company.

Footnote F3

The Reporting Person's shares of common stock, par value $0.01 per share, of the Company were earned pursuant to the PSUs of the Company granted on February 7, 2023. The Compensation Committee of the Board of Directors certified the results on 01/13/2025, which resulted in 123.20% of the common stock being paid out for each of the PSUs at the Effective Time.

Footnote F4

Represents shares of common stock withheld to satisfy the Reporting Person's tax liability from the vesting of PSUs previously granted to the Reporting Person that fully vested in connection with the terms of the Merger Agreement.

Footnote F5

The Reporting Person's shares of common stock, par value $0.01 per share, of the Company were earned pursuant to the PSUs of the Company granted on February 6, 2024. The Compensation Committee of the Board of Directors certified the results on 01/13/2025, which resulted in 100.00% of the common stock being paid out for each of the PSUs at the Effective Time.

Footnote F6

Represents shares of common stock withheld to satisfy the Reporting Person's tax liability from the vesting of restricted stock units previously granted to the Reporting Person that fully vested in connection with the terms of the Merger Agreement.