4//SEC Filing
Brock James A 4
Accession 0000950170-25-006378
CIK 0001710366other
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 7:24 PM ET
Size
28.2 KB
Accession
0000950170-25-006378
Insider Transaction Report
Form 4
Brock James A
DirectorExecutive Chair
Transactions
- Tax Payment
Common stock, par value $0.01 per share
2025-01-14$101.95/sh−31,571$3,218,663→ 495,583 total - Award
Common stock, par value $0.01 per share
2025-01-14+13,152→ 526,941 total - Award
Common stock, par value $0.01 per share
2025-01-14+11,532→ 532,442 total - Tax Payment
Common stock, par value $0.01 per share
2025-01-14$101.95/sh−6,031$614,860→ 520,910 total - Tax Payment
Common stock, par value $0.01 per share
2025-01-14$101.95/sh−5,288$539,112→ 527,154 total
Footnotes (6)
- [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,
- [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.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Core Natural Resources, Inc.
CIK 0001710366
Entity typeother
Related Parties
1- filerCIK 0001620612
Filing Metadata
- Form type
- 4
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 7:24 PM ET
- Size
- 28.2 KB