CODQL 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities is speculative and involves a number of risks.

the risks described below are the material risks most likely to affect the Company.

the risks described below may not the only face.

Additional unknown or risks immaterial,immaterial impair our business operations. You should carefully consider the specific risk factors discussed below, together with the information contained in this Annual Report on Form 10-K, including

Concerns combustion, climate issues, regulation jurisdictions, which could adversely impact our financial condition or results of operations;

We face risks from both the global transition net-zero emissions economy and physical impacts of climate change;

Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control;

We face increasing competition, which could adversely affect our profitability;

Evolving tariffs, international markets and impact our ability to plan for future investmentsinvestments, which could adversely affect our financial condition and results of operations;

becomes unavailable uneconomical customers, sell coal could suffer;

Take-or-pay arrangements within the coal industry could unfavorably affect our profitability supplies, commodities purchased components, such as diesel fuel, steel, explosives and tires could materially and adversely affect our financial condition and results of operations;

A shortage of skilled labor in the mining industry could pose a risk to achieving improved labor productivity produced, delaysuspension or suspendof coal deliveries, or increase the cost of operating our business;

operate effectively impaired lose fail attract personnel;

We may not have adequate insurance coverage for some business risks incidents, attacks crises disruptions interrupt disrupt information technology or those partners, which could, among other things, negatively affect our business, financial condition and results of operations;

of, in, purchases largest revenues;

need leverage, would make us more sensitive to the effects of economic downturns;

Our business may require substantial ongoing expenditures, not have capital required to reach full productive capacity at our mines;

Deed with Stanwell may adversely affectimpact our strategy, financial conditionresults of operations and resultsbusiness;

Concerns combustion, climate issues, regulation jurisdictions, which could adversely impact our financial condition or results of operations.

Global concerns about climate change continuescontinue to attract considerable attention, particularly in coal industry. Emissions from coal consumption, both directly and indirectly, and emissions from coal mining itself are subject to pending and proposed regulation as part of initiatives to address global climate change. A number countries, already introduced, contemplating introduction of, regulatory responses to GHGs, including the extraction and combustion of fossil fuels, to address the impacts of climate change.

There are three primary sources of GHGs associated with the coal industry.

Second, fuel equipment used in coal production and to transport our our customers. Third, coal mining itself can release methane, which is considered to be a more potent GHG than carbon dioxide, directly into the atmosphere. These consumption, active, pending regulation, in theregulation jurisdictions in which we operate as part of initiatives to address global climate change.

The Australian Federal Government

Government’s industrial emitting

Mechanism,Curragh has production-adjusted (intensity) baseline for covered emissions (Scope 1).

The absence of regulatory certainty, global policy inconsistencies and direct regulatory impacts (such as carbon taxes or other charges) each have to adversely operations—either directly or indirectly, andfocusing customers.reductions adopted, they indirectly impact the industry.

focusing reductions adopted, particularly if they directly or indirectly impact the Met coal industry. The potential financial impact on us of such future legislation or regulations will depend upon the degree to which any such legislation or regulations forceimpose costs on us or our customers tocustomers, diminish reliance on coal. That, in turn, will depend on a number of factors, including the specific requirements imposed by anywhich such legislation or regulations timewould periods over whichbe phased in. Collectively, these initiatives and developments higher costs to us or our or lower the demand for coal, business.

The transition to a net-zero emissions economy is driven by many factors, including, but not limited to, legislative and regulatory rulemaking processes, campaigns undertaken by non-governmental organizations to minimize or eliminate sustainability-related institutions companies. We have experienced, and may in the future experience, negative effects on itsour results of operations factorsdue to the following specific risks: electricity generators or steelmakers switching from coal to alternative fuels, feasible;

Financial Condition and

Results of Operations —Critical Accounting

Policies and Estimates.”

Losses sustained from adverse movements in exchange rates can impact and financial position and the level of additional funding required to support our businesses. Our financial results are reported in US$ and certain parts of our liabilities, earnings and cash flows are influenced by movements in exchange rates, especially movements A$ Australian Operations are generally denominated in A$. In addition, foreign currency exposures arise in relation contracts, procurement debt, priced A$ toforeign US$currencies exchangeother rate.than For example, costs relating to our denominated A$.US$.

The impact of currency exchange rate movements will vary depending on factors such as the nature, magnitude and duration of the movements, the extent to which currency risk is hedged under forward exchange or other hedging instruments and the terms of these contracts. We may enter into forward exchange contracts to hedge a portion of ourthe foreign currency exposure of our Australian Operations from time to time. The unhedged portion of our non-US$ exposuresexposure againstis exchangesubject rate fluctuations will be atto the risk of any adverse movementmovements in exchange rates, which may affect our operating results, cash flows and financial condition.

We may be unsuccessful in integrating the operations of acquisitions with our existing operations in realizing all or any part of the anticipated benefits of any such acquisitions.

Our capitalization and results of operations may change significantly as a result of future acquisitions. Acquisitions and business expansions involve numerous risks, including the following:difficulties in the integration of the assets and operations of the acquired businesses;

Further, unexpected challenges arise whenever businesses combined, unanticipated delaysrealizing realizingbenefits acquisition. Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Also, following an acquisition, we may discover previously unknown liabilities associated acquired business or assets for which we have no recourse under applicable indemnification provisions. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be adversely affected.

holding company own such, fund dividendexpenses, payments, if any.

holding company, source of cash distributions subsidiaries.

Therefore, ability to fund and conduct our business, service our debt, and pay dividends, if any, in the future will depend on upstream distributions us.

Legal, Compliance and Regulatory Risks extensive health and safety laws and regulations that could have effect on our reputation and financial condition

We are subject to extensive laws and regulations governing health and safety at coal mines in the United States and Australia. As a result of increased stakeholder focus on health and safety issues (such as black lung disease pneumoconiosis), there is a risk of legislation and regulatory change that may increase our exposure to claims arising out of current or former activities or result in increased compliance costs (e.g., through requiring improved monitoring standards or contribution to an industry-pooled fund).

2024,Regulatory whenagencies anauthority, employeeas fatally injured while working in the Company’s Buchanan underground mining complex located in Virginia in United States, determined tofatalities, temporarily ceasesuspended operationsfacility atbe itspermanently Buchananclosed. mineAs todiscussed assistabove, in investigation. Ifif further serious safety incidents occur at any of our mining facilities in the future, it is possible that a regulator might impose a range of conditions on re-opening of a facility, including requiring capital expenditures, which could have a material adverse effect on our reputation, financial condition and results of operations us, Item 1.

Enterprise bargaining and otherbargaining, disputes between us and our employees or disputes affecting our contractors may result in strikes or uncompetitive work practices.

2024,2025, we had 1,9511,799 employees. In addition, as there were

2024, there were 1,7901,859 supplementing permanent workforce,

extensive environmental laws and regulations, operations may substantially contractors, communities. We use hazardous materials and generate hazardous or other regulated waste, which we store in our storage or disposal facilities. We may become subject to statutory or common law claims (including damages claims) as a result use of and generation of hazardous waste.

A number of laws, including, in the United States, the CERCLA or Superfund, and the RCRA, and in Australia, the EP Act, impose byliability hazardousrelating to contamination substances.

Furthermore, generation of hazardous and other waste may subject us to investigation and require the clean-up of soil, surface water, groundwater and other media.

process, blasting ore bodies, impacts. These impacts include, but are not limited to, leakages of polluting substances, explosions, flooding, fires, accidental mine water discharges, and excessive dust and noise. Such risks could result in damage to applicable mine site, personal injury to our employees and contractors, environmental damage, decreased coal production and possible legal liability under environmental regulations.

Employee or strict liability claims under common law or environmental regulations in these matters may arise, for example, out of current former activities at sites own, lease or operate and at properties to which hazardous substances have been sent for treatment, storage, disposal or other handling. Our liability for such claims may be strict, joint and several with other miners or parties or with our contractors, such that we may be held responsible for more than share contamination damages, even entire damages assessed.

any violations of environmental laws by us could lead to, among other things, the imposition on us of substantial fines, penalties, other civil and criminal sanctions, the curtailment or cessation of operations, orders compensation, orders remedy effects violations take preventative steps future violations, increased compliance costs, or costs for environmental remediation, rehabilitation or rectification works.

place slurry impoundments remain topography so minimal likelihood of failure and/or spills.

Slurry impoundments have been known fail, releasing large volumes slurry environment.

Only one area is a slurry impoundment. One refuse area utilizes a slurry cell system, that is designed to limit the amount of slurry subjectthat to ais problematic release. Two of the refuse areas utilize a combined refuse system and do not impound slurry. The one slurry impoundment overlies mined out areas, which can pose a heightened risk of failure. The presence of the mined out works is incorporated design of this impoundment.

If our impoundment refuse fail, substantial resulting environmental contamination and associated liability, as well as for related fines and penalties.

Any future imposing more constraints or more stringent requirements may affect the coal mining industry and may adversely affect our financial condition and results of operations. Examples of such changes are,are future laws or regulations that may limit theGHG emission of GHGs,emissions, attach a cost to GHG emissions, or limit the use of thermal coal in power generation, more stringent workplace health and safety laws, more rigorous environmental laws, and changes to existing taxation and royalty legislation.

Compliance federal, become costly time-consuming delay commencement interrupt continuation operations. We have incurred, and may in the future incur, significant expenditures to comply with such regulation and legislation. These laws are constantly evolving and may become increasingly stringent. The ultimate impact of complying with existing laws and regulations is not always clearly known or determinable due in part to the fact yet instances are undergoing revision. In addition, judicial decisions limiting the authority of regulatory agencies, impacting agencies, create regarding the regulatory landscape and impact the Company’s ability to plan for future investments.

These laws and regulations, particularly new legislative or administrative proposals (or judicial interpretations of existing laws and regulations), could result in substantially increased capital, operating and compliance costs and could have adverse effect customers’ ability to use our products.

Due in part to the extensive and comprehensive regulatory requirements, along with changing interpretations of these requirements, violations of applicable federal, state and local laws and regulations occur from time to time in the coal industry minor violations have occurred our U.S.past.

In particular, the acceptable level of pollution and abandonment costs and obligations for which we may become liable as a result of our activities may be difficult to assess under the current legal framework. To the extent that required expenditures, as with all costs, are not ultimately reflected prices of coal, our operating results detrimentally impacted.

The costs and operating necessary for compliance with safety and environmental laws and regulations, which is a major cost competitive position relative to foreign producers and operators in other countries which may not be required to incur equivalent costs in their operations.

Except as set forth below, thereThere were no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC and ASX on March 3, 2026 and Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 11, 2026.