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

We do not enter into long-term sales contracts for our coalcoal, and as a resultresult, we are exposed to fluctuations in market pricing.

The costs of establishing the infrastructure necessary to enable us to continue to ramp up our mining operations will be significant. We have constructed preparation and loading facilities at our Elk Creek Complex and have recently undertaken expansion projects to increase the rates of processing and preparation. Our Berwind Complex will remain under development until we reach our full targeted annual coal production. Some of the Berwind coal will continue to be washed at our active Knox Creek plant until our Berwind plant is fully up and running. We also endeavor to purchase, relocate, and reassemble preparation plant assets at our Maben complex for future use. Our failure to provide the necessary preparation, processing and loading facilities for our projects would have a material adverse effect on our operations.

Each of the factors that impactsimpact reserve estimation may vary considerably from the assumptions used in estimating the reserves. For these reasons, estimates of coal reserves may vary substantially. Actual production, revenues and expenditures with respect to our future coal reserves may vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual future coal reserves.

Our revenue generating operations are located in a single geographic region, making us vulnerable to risks associated with operating in a single geographic area, including adverse impacts of weaker conditions associated with climate change.

Currently, all of our active revenue generating operations are conducted in a single geographic region in the eastern United States in the Appalachian basin. The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas. If any of these factors were to impact the region in which we operate more than other coal producing regions, our business, financial condition, results of operations and cash flows will be adversely affected relative to other mining companies that have a more geographically diversified asset portfolio.

We depend on several major pieces of mining equipment to produce and transport our coal, including, but not limited to, underground continuous mining units and coal conveying systems, surface mining equipment such as highwall miners, front-end loaders and coal overburden haul trucks, preparation plants and related facilities, conveyors and transloading facilities. If any of these pieces of equipment or facilities suffered major damage or were destroyed by fire, abnormal wear, flooding, incorrect operation or otherwise, we may be unable to replace or repair them in a timely manner or at a reasonable cost, which would impact our ability to produce and transport coal and materially and adversely affect our business, results of operations, financial condition and cash flows. Moreover, the MSHA and other regulatory agencies sometimes make changes with regardsregard to requirements for pieces of equipment. Such changes could cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines.

If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or isare destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders. For example, in late-2018, we experienced a partial structural failure at one of the raw coal storage silos that feeds our Elk Creek plant in West Virginia, which idled our Elk Creek preparation plant for approximately one month. We also experienced a methane ignition at the Berwind No. 1 mine in the third quarter of 2022, which required the mine to be idled until production was restarted in the first quarter of 2023.

If we do not make sufficient or effective capital expenditures, we will be unable to develop and grow our business. To fund our projected capital expenditures, we will be required to use cash from our operations, incur debt or issue additional common stock or other equity securities. Using cash from our operations will reduce cash available for maintaining or increasing our operating activities and paying dividends to our stockholders. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our future debt agreements, as well as by general economic conditions, contingencies and uncertainties that are beyond our control, such as the COVID-19 pandemic.control.

Federal and state laws require financial assurance to secure our permit obligations including to reclaim lands used for mining, to pay federal and state workers’ compensation and black lung benefits, and to satisfy other miscellaneous obligations. The changes in the market for coal used to generate electricity in recent years have led to bankruptcies involving prominent coal producers. Several of these companies relied on self-bonding to guarantee their responsibilities under the SMCRA permits including for reclamation. In response to these bankruptcies, the OSMRE issued a Policy Advisory in August 2016 to state agencies that was intended to discourage authorized states from approving self-bonding arrangements. Although the Policy Advisory was rescinded in October 2017, certain states, including Virginia, had previously announced that it would no longer accept self-bonding to secure reclamation obligations under the state mining laws. Individually and collectively, these and future revised financial assurance requirements may lead to increased demand for other forms of financial assurance, which may strain capacity for those instruments and increase our costs of obtaining and maintaining the amounts of financial assurance needed for our operations, which may delay the timing for and increase the costs of obtaining this financial assurance.

A federal database, known as the Applicant Violator System, is maintained for this purpose. Certain relationships are presumed to constitute ownership or control, including the following: being an officer or director of an entity; being the operator of the coal mining operation; having the ability to commit the financial or real property assets or working resources of the permittee or operator; based on the instruments of ownership or the voting securities of a corporate entity, owning of record 10% or more of the mining operator, among others. This presumption, in most cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted. An ownership and control notice must be filed by us each time an entity obtains a 10% or greater interest in us. If we have unabated violations of the SMCRA or its state law counterparts, have a coal mining permit suspended or revoked, or forfeit a reclamation bond, we and our “owners and controllers,” as discussed above, may be prohibited from obtaining new coal mining permits, or amendments to existing permits, until such violations of law are corrected. This is known as being “permit-blocked.” Additionally, Yorktown and Mr. Atkins are each currentlyis deemed an “owner or controller” of a number of other mining companies; as such, we could be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us. This could adversely affect production from our properties.

CurrentThe orenactment future U.S. administrations and Congress could enactof legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.

AfterAt the Trumpinternational administration’s first withdrawal fromlevel, the ParisUnited Agreement,States’ whichposition was effective in November 2020, the Biden administration announced reentry of the U.S. intoon the Paris Agreement has shifted repeatedly, creating policy uncertainty with direct implications. The U.S. joined the Paris framework in February2016, withdrew in 2020, reentered in early 2021, alongand withbegan aanother newwithdrawal “nationallyin determined contribution” for U.S. GHG emissions2025 that wouldwas achievefinalized emissionson reductionsJanuary of27, at least 50% relative to 2005 levels by 2030.2026. The U.S. also participated in various U.N. Framework Conventions on Climate Change and made various other environmental commitments. Various state and local governments also publicly committed to furthering the goals of the Paris Agreement. In January 2025, the second Trump administration announced the withdrawal from the Paris Agreement by the U.S. for a second time.

The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments. In August 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The Inflation Reduction Act provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change. In addition, theThe Biden administration took various measuresmoved to unwind a number ofseveral regulatory rollbacks enacted or proposed by the first Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul. In addition, the Biden administration also rolled back certain changes to the CCR made by the first Trump administration. In January 2022, the EPA announced several actions with respect to the coal combustion residuals rules, includingrules reiterating that surface impoundments cannot be closed with coal ash in contact with groundwater (in connection with the proposed denial of closure deadline extensions due to failure of a permittee to demonstrate compliance with coal combustion residuals rules – the EPA took final action to deny the request in November 2022) and establishing a federal permitting scheme for the disposal of coal ash and establishestablishing regulations for legacy coal ash surface impoundments.impoundments Whileand itcertain isother currentlynon-impoundment anticipatedCCR thatunits. theThe second Trump administration willhas, againin rollsome backinstances, certainproposed environmentaland regulations,in theothers finalized efforts to reinstate prior rollbacks and pursue additional repeals and restrictions across these regimes. The full extent and timing of such changes is unknown, and future administrations may again reverse policies or changes adopted by the second Trump administration.

Climate change continues to attract considerable public and scientific attention. There is widespread concern about the contributions of human activity to such changes, especially through the emission of GHGs. Numerous reports, such as the Sixth Assessment Report of the Intergovernmental Panel on Climate Change, have further raised concern about the impacts of fossil fuel combustion on global climate issues. There are three primary sources of GHGs associated with the coal industry. First, the end use of our coal by our customers in electricity generation, coke plants, and steelmaking is a source of GHGs. Second, combustion of fuel by equipment used in coal production and to transport our coal to our customers is a source of GHGs. Third, coal mining itself can release methane, which is considered to be a more potent GHG than carbon dioxide, directly into the atmosphere. These emissions from coal consumption, transportation and production are subject to pending and proposed regulation as part of initiatives to address global climate change.

As a result, numerous proposals have been adopted, made and are likely to continue to be made at the international, national, regional, state and local levels of government to monitor and limit emissions of GHGs, including alternative energy requirements, measures promoting renewable energy development, and energy conservation and emissions reductions measures, among others. Collectively, these initiatives could result in higher electricity costs to our customers or lower the demand for coal used in electric or steel generation, which could in turn adversely impact our business. Such initiatives, as well as increasing public attention to climate change more generally, could also result in direct regulation of the GHGs produced by our operations or increase the potential for governmental investigations or litigation. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters—Global Climate Change.”

We and our potential customers are subject to stringent and complex laws, regulations and other legal requirements enacted by federal, state and local authorities relating to occupational health and safety and protection of the environment and natural resources. These include those legal requirements that govern discharges or emissions of materials into the environment, the management and disposal of substances and wastes, including hazardous wastes, the cleanup of contaminated sites, threatened and endangered plant and wildlife protection, reclamation and restoration of mining properties after mining is completed, mitigation and restoration of streams or other waters, the protection of drinking water, assessment of the environmental impacts of mining, monitoring and reporting requirements, the installation of various safety equipment in our mines, remediation of impacts of surface subsidence from underground mining, and work practices related to employee health and safety. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters.” Examples include laws and regulations relating to:

Complying with these environmental and employee health and safety requirements, including the terms of our permits, has had, and will continue to have, a significant effect on our costs of operations. In addition, there is the possibility that we could incur substantial costs as a result of violations of environmental laws, judicial interpretations of or rulings on environmental laws or permits, or in connection with the investigation and remediation of environmental contamination. For example, the EPA and several of the states where we operate have, or intend to, propose revised recommended aquatic life criteria for discharges of selenium regulated under the CWA, which may be more stringent than current criteria. The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on January 3, 2022. Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, includingincluding, for example, those related to discharges of selenium, could further affect our costs or limit our operations. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters.”

Numerous governmental permits and approvals are required for mining operations. Our operations are principally regulated under permits issued pursuant to the SMCRA and the federal CWA. State and federal regulatory authorities exercise considerable discretion in the timing and scope of permit issuance. Requirements imposed by these authorities may be costly and time consumingtime-consuming and may result in delays in the commencement or continuation of exploration or production operations. In addition, we may be required to prepare and present to permitting or other regulatory authorities data pertaining to the effect or impact that proposed exploration for or production of coal might have on the environment.

Prior to discharging any pollutants to waters of the United States, coal mining companies must obtain aan NPDES permit from the appropriate state or federal permitting authority. NPDES permits include effluent limitations for discharged pollutants and other terms and conditions, including required monitoring of discharges. Changes and proposed changes in state and federally recommended water quality standards may result in the issuance or modification of permits with new or more stringent effluent limits or terms and conditions. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters—Clean Water Act.”

Coal contains impurities, including sulfur, mercury, chlorine and other elements or compounds, many of which are released into the air when coal is burned. Complying with regulations to address these emissions can be costly for our customers. For example, in order to meet the CAA limits for sulfur dioxide emissions from electric power plants, coal users must install costly pollution control devices, use sulfur dioxide emission allowances (some of which they may purchase), or switch to other fuels. More costly and stringent environmental regulations could adversely impact the operations of our customers, which could in turn adversely impact our business. A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these and other rules.

In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants. As a result, some of our prospective customers may switch to other fuels that generate fewer of these emissions or may install more effective pollution control equipment that reduces the need for low-sulfur coal. Any further switching of fuel sources away from coal, closure of existing coal-fired power plants, or reduced construction of new coal-fired power plants could have a material adverse effect on demand for, and prices received for, our coal. In addition, our coke plant and steelmaking customers may face increased operational costs as a result of higher electric costs. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters.”

Apart from actual and potential regulation of air emissions and solid wastes from coal-fired plants, state and federalgovernmental mandates for increased use of electricity from renewable energy sources could have an impact on the market for our coal. Many states, including Pennsylvania and Virginia, have enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power. Possible advances in technologies and incentives, such as under the Inflation Reduction Act of 2022, to enhance the economics of renewable energy sources could make these sources more competitive with coal. Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders.

The MINE Act and MINER Act, and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations. The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters. MSHA regularly inspects mines to ensure compliance with regulations promulgated under the MINE Act and MINER Act. In addition, Pennsylvania, West Virginia, Virginia and VirginiaWyoming all have similar programs for mine safety and health regulation and enforcement.

The various requirements mandated by federal and state statutes, rules, and regulations may place restrictions on our methods of operation and potentially result in fees and civil penalties for violations of such requirements or criminal liability for the knowing violation of such standards, significantly impacting operating costs and productivity. In addition, government inspectors have the authority to issue orders to shut down our operations based on safety considerations under certain circumstances, such as imminent dangers, accidents, failures to abate violations, and unwarrantable failures to comply with mandatory safety standards. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters—Mine Safety and Health.”

The regulations enacted under the MINE Act and MINER ActAct, as well as under similar state acts are routinely expanded, raising compliance costs and increasing potential liability. These existing and other future mine safety rules could potentially result in or require significant expenditures, as well as additional safety training and planning, enhanced safety equipment, more frequent mine inspections, stricter enforcement practices and enhanced reporting requirements. At this time, it is not possible to predict the full effect that new or proposed statutes, regulations and policies will have on our operating costs, but any expansion of existing regulations, or making such regulations more stringent may have a negative impact on the profitability of our operations. If we were to be found in violation of mine safety and health regulations, we could face penalties or restrictions that may materially and adversely impact our operations, financial results and liquidity.

The SMCRA establishes operational, reclamation and closure standards for our mining operations. The SMCRA requires that comprehensive environmental protection and reclamation standards be met during the course of and following completion of mining activities. Permits for all mining operations must be obtained from the OSMRE or, where state regulatory agencies have adopted federally approved state programs under the SMCRA, the appropriate state regulatory authority. Our operations are located in states which have achieved primary jurisdiction for enforcement of the SMCRA through approved state programs. See “Business—EnvironmentalEnvironmental, Health and Safety and Other Regulatory Matters.”

We have paid quarterly dividends at various times in the past and may pay additional special and regular quarterly dividends in the future. Our ability to pay dividends is subject to the discretion of our board of directors and the requirements of applicable law. The timing and amount of dividends declared will depend on, among other things: (a) our earnings, earnings outlook, financial condition, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our liquidity, including our ability to obtain debt and equity financing on acceptable terms, (c) restrictive covenants in our Credit and Security Agreement (the “Credit Agreement”) with KeyBank National Association, as the administrative agent, and other lenders party thereto, and any future debt instruments and (d) provisions of applicable law governing the payment of dividends.

In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (iib) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. As a result of these and the other factors mentioned above, we can give no assurance that dividends will be paid in the future.

Your percentage of ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may be granting to our directors, officers and employees.employees, the conversion of our 2031 Convertible Senior Notes into Class A common stock, and the conversion of our Class B common stock into Class A common stock. Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock and Class B common stock.

In addition, our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Class A common stock and Class B common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of our Class A common stock and Class B common stock.

Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if athe holder does not own shares of Class A common stock.

Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be distributed to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation. Consistent with applicable principles of applicable law, our Board will seek to divide the type and amount of consideration received in a merger or consolidation involving the Company among holders of Class A common stock and Class B common stock in a fair manner. As the different ways our Board may divide the consideration between holders of the different classes of stock might have materially different results, the consideration to be received by holders of Class B common stock in any such merger or consolidation may be materially less valuable than the consideration they would have received if they had a separate class vote on such merger or consolidation.

Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of an investment in the Class B common stock and possibly diluting the economic interest in the Company of Class B common stock holders,stockholders, which could result in a loss in value to such holders.

Risks Related to Our Senior Notes (including 2031 Convertible Senior Notes)

Our primary source of revenue is the sale of metallurgical coal. We aremaintain a pure-play metallurgical coal company with 6685 million reserve tons and 1,3521,337 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue the development of our existing properties and grow annual production over the next few years to approximatelypossibly as much as seven million clean tons of metallurgical coal,coal annually, subject to market conditions, permitting and additional capital deployment in the medium-term. We may makealso acquisitionsacquire ofadditional reserves or infrastructure that continuecontribute to our focus on advantaged geology and lower costs.

Global metallurgical coal markets softened in 2024 and continued to do so in 2025 due to constrained economic growth in some regions of the world and continued conflict overseas. The global steel market experienced slower growth, especially in China, resulting in elevated levels of Chinese steel exports. These conditions have led steel companies to both cut back on their own production and to reduce the price they are willing to pay for their metallurgical coal feedstock. For 2025, overallOverall steel demand will likely remain weak in the near term; however, supply cuts may occur for higher cost operations absent a significant upward movement in pricing. Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.

In 2024,2025, our totalsegment capital expenditures were $68.8$60.5 million, excluding capitalized interest of $1.2 million. In 2024, our capital expenditures were $69.7 million, excluding capitalized interest of $1.5 million. In 2023, our capital expenditures were $82.9 million, excluding capitalized interest of $1.1 million. The decrease in capital expenditures was due to lower spending in 2025 on the Company’s progress related to strategic growth projects.projects, specifically at the Maben preparation plant.

No revenues have been recognized from the Company’s WyomingRare initiatives.Earths and Critical Minerals segment to date.

Consolidated Results of Operations

Net income and Adjusted EBITDA were lowernegatively inimpacted 2024 compared to 2023, despiteby the increasesoftening inof salesglobal volume,metallurgical duecoal tomarkets and the decrease in metallurgical coal price indices. This occurred due to a variety of macroeconomic factorsfactors, including the continued Chinese oversupply of steel duringinto 2024.a Inmuted addition,global neteconomic income and Adjusted EBITDA for 2023 benefitted from $15.9 million of pre-tax income for proceeds received from insurance claims related to the 2022 Berwind ignition and 2018 silo failure. Refer to Non-GAAP Financial Measures below for an explanation of the Company’s calculation of Adjusted EBITDA.environment.

We are an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia and southwestern Virginia.Virginia, and are exploring a coal, rare earth, and other critical minerals project in Wyoming. Our metallurgical coal development portfolio primarily includes the following properties: Elk Creek, Berwind, Knox Creek, and Maben. We believe each of these properties possesses geologic and logistical advantages that make our coal among the lowest delivered-cost U.S. metallurgical coal to our domestic customer base, North American blast furnace steel mills and coke plants, as well as to international metallurgical coal consumers. In June 2025,mid-2025, we initiatedheld evaluationa ofribbon cutting and groundbreaking event at our rare earth element and other critical mineralsmineral projectexploration stage property near Sheridan, Wyoming (the “Brook Mine”). ThatThe mineBrook hasMine initiallyis providedcurrently representativean mineralizedexploration materialstage for short-term pilot-scale testing of the feedstockproperty with therespect goal of supporting more advanced mining studies ultimately establishingto its rare earth element mineral reserves and resources for processing at a full-scale commercial processing facility into rare earth element and other critical mineral oxides.operations. The Brook Mine initially produced representative material to serve as feedstock for testing, with the goal of demonstrating the viability of processing rare earth elements and other critical minerals and establishing mineral reserves. There is no assurance that we will be able to successfully develop the Brook Mine into a commercial scale mine, and there is no certainty that any part of the inferred mineral resources estimated will be converted into higher confidence mineral resources and eventually mineral reserves in the future. Contiguous to the Brook Mine, the Company operates a carbon research facility related to the potential production of advanced carbon products and materials from coal.

Our primary source of revenue is the sale of metallurgical coal. We maintain 85 million reserve tons and an additional 1,337 million measured and indicated resource tons of high-quality metallurgical coal. Our plan is to continue the development of our existing properties and grow annual production over the next few years to possibly as much as seven million clean tons of metallurgical coal annually, subject to market conditions, permitting and additional capital deployment in the medium-term. We may also acquire additional coal reserves or infrastructure that contribute to our focus on long-term value creation, operational efficiency and lower costs.

Global metallurgical coal markets remained soft in the firstsecond quarter of 2026 due to constrained economic growth in some regions of the world and continued conflict overseas. Reduced global steel production and oversupply in the market have led to a reduction in the price steel producers are willing to pay for their metallurgical coal feedstock. Overall steel demand will likely remain weak in the near term; however, supply cuts have begun occurring for higher cost operations which is expected to positively impact pricing. Longer term, the Company believes that limited global investment in new coking coal production capacity, the industrialization of emerging economies, expansion of urbanization globally, and an eventual return to economic growth will support coking coal markets overall.

During the threesix months ended MarchJune 31,30, 2026, we sold 892,0001.9 million tons of coal and recognized $121.6$266.4 million of revenue. Of this amount, 31%29% of our revenue was from sales into North American markets, including Canada, and 69%71% of our revenue was from sales into export markets. During the same period of 2025, we sold 946,0002.0 million tons of coal and recognized $134.7$287.6 million of revenue, of which 33%37% was from sales into North American markets, including Canada, and 67%63% was from sales into export markets. Sales into export markets, which often include index-based pricing, generally have greater exposure to variability in pricing from period to period. The Company’s exports have not been materially delayed or otherwise affected by recent severe weather events, dockworker labor disputes, global conflicts or recently enacted U.S. tariffs.

As of MarchJune 31,30, 2026, the Company had outstanding performance obligations of approximately 1.10.7 million tons for contracts with fixed sales prices averaging $137$139 per ton, excluding freight, as well as 1.81.6 million tons for contracts with index-based pricing mechanisms. The Company expects to satisfy approximately 88%85% of these commitments in 2026 and 12%15% of these commitments in 2027. Refer to Note 9 of Part I, Item 1 for additional information.

The Company produced 1.01.9 million tons of coal during the first threesix months of 2026,2026 consistentcompared withto 2.0 million tons of coal in the firstcorresponding three monthsperiod of 2025. The Company expects full-year production volumes in 2026 between 3.73.6 and 4.13.9 million tons with an ability to vary production dependent on market conditions.

Our ongoing business development efforts are focused on the timely and prudent advancement of our rare earth elements and other critical minerals property, the assessment of associated processing facilities to support the future production of rare earth element minerals and coal-to-carbon based products and other critical minerals products, and coal-to-carbon based products.

In the first threesix months of 2026, our segment capital expenditures were $2.2$6.7 million, excluding capitalized interest of $0.1$0.3 million. In the first threesix months of 2025, our segment capital expenditures were $0.1$0.5 million. The increase in capital expenditures was attributable to the continued expansion of the Brook Mine project.

Net income and Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 were negatively impacted by the continued unfavorable global metallurgical coal markets and metallurgical coal price indices. This occurred due to a variety of macroeconomic factors, including the continued Chinese oversupply of steel into a muted global economic environment. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding Adjusted EBITDA.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenue. Coal sales revenue for the three months ended MarchJune 31,30, 2026 was $121.6$144.8 million, approximately 10%5.3% lower than the same period in 2025 driven by the negative impact of pricing and a 6%2.1% decrease in tons sold. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in revenue. There are no revenues from the Company’s Rare Earths and Critical Minerals segment at this time.

Cost of sales. Our cost of coal sales for the three months ended MarchJune 31,30, 2026 was $108.5$128.2 million, approximately 5%4.5% lower than the same period in 2025 driven by the decrease in tons sold described above. See the “Metallurgical Coal Segment” section below for further discussion of year-over-year changes in cost of sales. There are no cost of sales from the Company’s Rare Earths and Critical Minerals segment at this time.

Depreciation, depletion, and amortization. Depreciation, depletion, and amortization expense totaled $16.6$16.8 million and $17.5$17.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease quarter-to-quarter was related to a $1.6$0.3 million decrease in development amortization and depletion,depletion and a $0.2 million decrease in finance lease amortization, partially offset by general increases in plant and equipment versus 2025.

Selling, general, and administrative. Selling, general, and administrative (“SG&A”) expenses were $20.3$17.6 million and $14.6$15.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. TheSG&A $5.7expenses for the three months ended June 30, 2026 include a $1.2 million reversal of a legacy accrued expense established in 2023 following resolution of the related matter. In addition to this matter, the increase in 2026 was primarilyalso due to an increase in professional service and general mine expenses of $2.4 million and labor costs of $1.7$2.1 million, including stock compensation, with the remaining increase attributable to the development of our rare earth element and critical minerals project.

Other income (expense), net. Other income (expense), net was consistent$0.2 million for the three months ended MarchJune 31,30, 2026 compared to$0.7 million for the three months ended MarchJune 31,30, 2025,2025. The decrease in 2026 was associated with $0.5activities millionancillary into our operations such as rail rebates, scrap sales and other incomemiscellaneous in each of the respective periods.income.

Interest expense, net. Interest expense, net was $0.3$1.5 million for the three months ended MarchJune 31,30, 2026 compared to $2.2$2.8 million for the same period in 2025. The decrease in 2026 was largely due to increased interest income of $3.1$2.2 million from U.S. treasury securities, offset by an increase in interest expense of $1.2 million associated with the issuance of 2030 Senior Notes in the fiscal quarter ended September 30, 2025 and 2031 Convertible Senior Notes in the fiscal quarter ended December 31, 2025.

Income tax expensebenefit (benefitexpense). The effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was a benefit of 19.0%21.3% and 31.2%,12.7%, respectively, excluding the impact of discrete items. Discrete items for the periods consisted of stock-based compensation.respectively. The lower effective tax rate for the quarter ended MarchJune 31,30, 20262025 compared to March 31, 20252026 was primarily driven by athe lowerimpact expectedof percentagechanges depletionto deduction.the annual effective tax rate made in that period. The primary differences from the federal statutory rate of 21% are related to state taxes, non-deductible expenses, the foreign-derived intangible income deduction, production tax credits, and depletion expense for income tax purposes.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenue. Coal sales revenue for the three months ended MarchJune 31,30, 2026 was $121.6$144.8 million, approximately 10%5.3% lower than the same period in 2025 driven by the negative impact of pricing and a 6%2.1% decrease in tons sold. The decrease in tons sold occurredwas attributable to a 32.0% decrease in both domestic andtons sold, offset by a 16.7% increase in export markets,tons which each decreased by approximately 6%.sold. Revenue per ton sold decreased 4%3.5% from $142 per ton for the three months ended MarchJune 31,30, 2025 to $136$137 per ton for the three months ended MarchJune 31,30, 2026 and was driven by the variability in index-based pricing for export sales.2026. Revenue per ton sold (FOB mine), a non-GAAP measure which excludes transportation revenues and demurrage, also decreased 7%5.7% from $122$123 per ton for the three months ended MarchJune 31,30, 2025 to $114$116 per ton for the three months ended MarchJune 31,30, 2026. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s revenue per ton sold measures waswere largely due to the decrease in metallurgical coal prices, specifically within U.S. high-vol indices, due to the macroeconomic conditions discussed earlier. We expect metallurgical coal prices to remain volatile in the near term.

Cost of sales. Our cost of coal sales for the three months ended MarchJune 31,30, 2026 was $108.5$128.2 million, approximately 3%3.1% lower than the same period in 2025 mainly attributable to the 6% decrease in tons sold discussed above. Cost of sales per ton sold increaseddecreased 3%1.6% from $119$123 per ton for the three months ended MarchJune 31,30, 2025 to $122$121 per ton for the three months ended MarchJune 31,30, 2026 due to increased transportation costs and idle mine costs of $1.9 million.2026. Cash cost per ton sold (FOB mine), a non-GAAP measure which excludes transportation costs and idle mine costs, remaineddecreased consistent3.9% atfrom $98$103 per ton for three months ended MarchJune 31,30, 2025 andto March$99 31,per ton for three months ended June 30, 2026. Refer to Non-GAAP Financial Measures later in Item 2 for more information regarding this measure. The decrease in the Company’s cost of sales per ton sold measures were largely due to our increased efforts to produce from cost effective mines in a challenging macroeconomic coal environment discussed earlier.

Segment adjusted EBITDA. Segment adjusted EBITDA for the three months ended MarchJune 31,30, 2026 decreased by $10.0$2.5 million compared to the same period in 2025 driven by the revenue and cost of sales items discussed above.

As of MarchJune 31,30, 2026, the Company has not recorded any revenues or cost of sales from the Rare Earths and Critical Minerals segment. Segment Adjusted EBITDA is shown below:

Segment adjusted EBITDA. Segment adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 decreased by approximately $2.4$1.2 million and $3.6 million, respectively, compared to the same periodperiods in 2025 primarily driven by increased labor and professional service costs to develop the Brook Mine rare earth elements and other critical minerals project in 2026.

At MarchJune 31,30, 2026, we had $355.2$282.5 million of cash and cash equivalents and $133.6$117.6 million of remaining availability under our Revolving Credit Facility for future borrowings. Cash and cash equivalents include $7.5 million of compensating balances held in dedicated accounts to assure future credit availability under the revolver. The Company’s total current assets were $542.7$460.6 million and were in excess of total current liabilities by $431.5$351.8 million as of the balance sheet date.

Significant uses of cash during the first threesix months of 2026

There were no material changes to the Company’s contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.Report. The Company's contractual commitments and obligations include repayments of long-term debt, including senior unsecured notes and convertible senior notes, minimum coal lease and royalty obligations, payments under financing and operating leases, take-or-pay obligations associated with rail and export terminal transportation contracts, and insurance premium financing. In addition, the Company has asset retirement obligations and workers' compensation and occupational disease obligations that represent additional material cash requirements.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenue and expenses reported for the period then ended. A discussion of our critical accounting policies and estimates is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of the Annual Report. There were no material changes to our critical accounting policies during the threesix months ended MarchJune 31,30, 2026.

A discussion of off-balance sheet arrangements is included under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements” in the Annual Report. There were no material changes during the threesix months ended MarchJune 31,30, 2026.