HALLADOR ENERGY CO

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐


	Check the appropriate box:
	☐	Preliminary Proxy Statement
	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☑	Definitive Proxy Statement
	☐	Definitive Additional Materials
	☐	Soliciting Material Pursuant to §240.14a-12

HALLADOR ENERGY COMPANY

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 27, 2026

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Hallador Energy Company, a Colorado corporation, ("we," "us," "our" or the "Company"), will be held on May 27, 2026, at 9:00 a.m. Mountain Daylight Time, at our offices at 10375 Park Meadows Drive, Suite 500, Lone Tree, CO 80124. All shareholders of record at the close of business on April 7, 2026, are eligible to vote their shares by proxy or in person at the Annual Meeting.

Items of Business and Board Voting Recommendations


1	Elect seven directors named in the Proxy Statement to serve for a one-year term, or until their successors are duly elected and qualified.	FOR each of the nominees
2	Approve, on an advisory basis, the named executive officers' compensation.	FOR
3	Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026.	FOR
4	Transact such other business as may properly come before the Annual Meeting.

Instructions for voting on the matters presented at the Annual Meeting are contained in the accompanying proxy statement (see "Voting Information").

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by phone at the toll-free number, over the internet, or by mailing a completed proxy card.

Thank you for supporting our company.

Todd E. Telesz

Chief Financial Officer

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2026.

The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended

December 31, 2025, are available at http://materials.proxyvote.com/40609P.

IMPORTANT NOTICE REGARDING ADMISSION TO THE 2026 ANNUAL MEETING

We ask shareholders or their legal proxy holders who wish to attend the 2026 Annual Meeting

to register no later than May 21, 2026, by telephone at (303) 839-5504.

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GENERAL MEETING INFORMATION‌1

Date and Location of Meeting‌1

Who can attend the Annual Meeting?‌1

What do I need to do to attend the Annual Meeting?‌1

What is the purpose of the Annual Meeting?‌1

DELIVERY OF THE PROXY MATERIALS‌2

Mailing Date‌2

Shareholders Sharing an Address‌2

VOTING INFORMATION‌2

Who is entitled to vote?‌2

What constitutes a quorum?‌2

Is my vote confidential?‌2

How do I vote?‌3

Can I change my vote or revoke my proxy?‌4

Can I vote in person at the Annual Meeting rather than completing the Proxy Card?‌4

How are votes counted?‌4

Where can I find the voting results of the Annual Meeting?‌4

Who pays for this proxy solicitation?‌4

What vote is required to approve each item?‌4

OUR MANAGEMENT TEAM‌5

PROPOSAL NO. 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM.‌6

OUR CURRENT BOARD OF DIRECTORS AND NOMINEES‌6

Director Nominees‌6

Our Named Executive Officers Who Are Not Directors‌9

BOARD AND ITS COMMITTEES‌9

Board Leadership and Structure‌9

Chairman‌9

Independent and Non-Management Directors‌10

Board and Committee Oversight of Risk Management and Cyber Security‌10

Code of Conduct‌10

Board Meetings and Attendance‌10

Executive Sessions of Non-Management Directors‌10

Committees‌10

Criteria for Director Nominations‌12

Shareholder Engagement‌12

Anti-Hedging and Anti-Pledging Policy‌12

Equity Award Grant Practices‌13

Ownership Policy‌13

Compensation Recovery ("Clawback") Policy‌13

Delinquent Section 16(a) Reports‌13

NON-EMPLOYEE DIRECTOR COMPENSATION‌14

2025 Director Compensation‌14

2026 Non-Employee Director Compensation‌14

PROPOSAL NO. 2: APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICERS' COMPENSATION‌15

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EXECUTIVE COMPENSATION‌15

NARRATIVE DISCLOSURE OF EXECUTIVE COMPENSATION‌15

Compensation Philosophy and Objectives‌16

2025 Say-on-Pay Vote‌16

Compensation Committee Procedures and Role of the Compensation Consultant‌16

Summary Compensation Table‌18

2024 Executive Officer Plan and Severance Arrangements‌19

2026 Executive Officer Plan and Severance Arrangements‌19

Executive Officer Bonus Performance Plan‌19

2025 Bonus Payout‌22

Outstanding Equity Awards at December 31, 2025‌22

Equity Compensation Plan Information‌22

Potential Payments Upon Termination‌23

Separation Agreement with Ms. Hargrave‌25

PAY VS. PERFORMANCE‌26

Relationship Between Compensation Actually Paid and Performance Measures‌27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT‌28

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE‌29

Review and Approval of Transactions with Related Persons‌29

Director Independence‌29

PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.‌29

INDEPENDENT AUDITOR'S FEES AND SERVICES‌30

Auditors‌30

Principal Accountant Fees‌30

Pre-Approval Policy‌30

Audit Committee Report‌31

OTHER INFORMATION‌32

Proposals by Security Holders‌32

Other Matters‌32

Shareholder Proposals and Director Nominations for the 2027 Annual Meeting‌32

Communications with the Board of Directors‌32

Householding‌33

Incorporation by Reference‌33

Availability of SEC Filings, Code of Conduct and Committee Charters‌33

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HALLADOR ENERGY COMPANY

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 27, 2026

This Proxy Statement is furnished by the Board of Directors (the “Board”) of Hallador Energy Company (the “Company”, “Hallador”, “we” or “us”) to holders of our common stock (“Common Stock”) in connection with the solicitation by the Board of proxies to be voted at the 2026 Annual Meeting of Shareholders (our “Meeting” or “the Annual Meeting”).

GENERAL MEETING INFORMATION

Date and Location of Meeting

Our Meeting will be held on May 27, 2026, at 9:00 a.m. Mountain Daylight Time, at our offices at 10375 Park Meadows Drive, Suite 500, Lone Tree, CO 80124, or at such other time and place if the Annual Meeting is postponed or adjourned. References in this Proxy Statement to the Annual Meeting also refer to any adjournments, postponements, or changes in time or location of the Meeting to the extent applicable.

Who can attend the Annual Meeting?

All shareholders of record at the close of business on April 7, 2026, may attend the Annual Meeting.

What do I need to do to attend the Annual Meeting?

To attend the Annual Meeting, you must present proof of ownership and a valid government-issued photo ID, such as a driver's license or passport. Shareholders and legal proxy holders who want to join should sign up by calling (303) 839-5504 before May 21, 2026.

For safety reasons, large bags, briefcases, packages, or similar items are not allowed at the Annual Meeting. Recording or taking photos during the meeting is also prohibited.

What is the purpose of the Annual Meeting?

At the Annual Meeting, our shareholders will act upon the matters outlined in the "Notice of Annual Meeting," which appears on the cover page of this Proxy Statement, including:


1.	Elect seven directors named in this Proxy Statement to serve for a one-year term, or until their successors are duly elected and qualified;
2.	Approve, on an advisory basis, the named executive officers' compensation;
3.	Ratify the appointment of Grant Thornton LLP, as our independent registered public accounting firm for 2026; and
4.	Transact such other business as may properly come before the Annual Meeting.

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DELIVERY OF THE PROXY MATERIALS

Mailing Date

On or about April 15, 2026, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice of Availability") to our shareholders containing instructions on how to access the proxy materials and submit your proxy online. We have made these proxy materials available to you over the internet or, upon your request, have delivered paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for the Annual Meeting.

Shareholders Sharing an Address

Registered Shareholders—Each shareholder of record (meaning you own shares in your name on the books of our transfer agent, Computershare Trust Company, N.A.) will receive one Notice of Availability, regardless of whether you have the same address as another shareholder of record.

Street Name Shareholders—If your shares are held in "street name" (by a bank, broker, or other record holder), brokerage firms and our Company may send one Notice of Availability per address under certain rules—a process called "householding." Householding reduces duplicate mailings and saves costs. If you want to revoke your consent for householding, contact your broker. If your household gets multiple copies and you'd prefer just one, please reach out to your broker directly.

VOTING INFORMATION

Who is entitled to vote?

Only shareholders of record at the close of business on April 7, 2026, are entitled to receive notice of the Annual Meeting and to vote the shares of Common Stock. The holders of Common Stock may vote on all matters presented at the Annual Meeting and will vote together as a class. Each outstanding share of Common Stock entitles the holder to one vote. As of April 7, 2026, there were 47,130,392 shares of Common Stock outstanding.

As of April 7, 2026, the Company's officers and directors are the record and beneficial owners of a total of 8,215,532 shares (17.43%) of the Company's outstanding Common Stock. Management intends to vote all its shares in the manner recommended by the Board for each matter to be considered by the shareholders.

What constitutes a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Colorado law. One-third of the outstanding shares of Common Stock entitled to vote, represented in person or by proxy, constitutes a quorum for the Annual Meeting.

Is my vote confidential?

Yes. All proxies, ballots, and vote tabulations that identify how individual shareholders voted will be kept confidential and will not be disclosed to our directors, officers, or employees, except in limited circumstances, including:


●	When disclosure is required by law;
●	During any contested solicitation of proxies; or
●	When written comments by a shareholder appear on a proxy card/voting instruction form or other voting material.

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How do I vote?

Shareholders of record may vote using one of the following methods:


●	over the internet, at www.proxyvote.com, which you are encouraged to do if you have access to the internet;
●	by telephone to 1-800-690-6903;
●	by completing, signing, and returning the included proxy card, for those who requested to receive printed proxy materials in the mail; or
●	by attending the Annual Meeting and voting in person.

The Notice of Availability explains how to access your proxy and provides instructions for voting online or by telephone. For shareholders who request a paper proxy card by mail, instructions for voting online, by telephone, or by mail are included on the proxy card.

If your shares are held in "street name", the organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. The shareholder of record will send you instructions for voting your shares. Most brokerage firms and banks offer internet and telephone voting for shareholders.

To vote in person at the Annual Meeting, contact the brokerage firm, bank, or other nominee holding your shares to obtain a proxy and bring it with you to the Annual Meeting. Without this proxy, you cannot vote at the meeting. You may read, print, and download our 2025 Form 10-K, 2026 Proxy Statement, and Proxy Card at http://materials.proxyvote.com/40609P. Shareholders may request to receive proxy materials either in printed form by mail or electronically by email.

To ensure your vote is counted, cast it using one of the available methods, even if you plan to attend the meeting in person. You can vote by using the internet or telephone voting options provided on your proxy card. Alternatively, you may complete and mail in your proxy card. Submitting your vote in advance using one of these methods ensures your preferences are recorded, whether or not you attend the meeting.

If you submit a signed proxy card or mail in your proxy card without marking your choices, your vote will be cast according to the Board’s recommendations. The Board has designated Brent K. Bilsland, Chairman, President and Chief Executive Officer, and Todd E. Telesz, Chief Financial Officer, as proxies for the Annual Meeting. Any selections indicated on your proxy card or voting instruction card will be followed when your shares are voted.

Information for Beneficial Owners

As a beneficial owner, to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker, or other nominee. If you do not provide voting instructions to your bank, broker, or other nominee, whether your shares can be voted by such bank, broker or other nominee depends on the type of item being considered for vote.

Non-Discretionary (Non-Routine) Items. The election of directors (Proposal 1) and the Advisory Vote Approving the named executive officers’ Compensation (Proposal 2) are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary (Routine) Items. The ratification of Grant Thornton LLP's appointment as an independent registered public accounting firm (Proposal 3) is a discretionary item, also known as a "routine" matter. Generally, brokers, banks, and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

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When a broker, bank, or other nominee votes its clients' unvoted shares on "routine" matters, these shares are deemed present and entitled to vote and will be counted to determine if a quorum exists to conduct business at the Annual Meeting. A broker, bank, or other nominee cannot vote clients' unvoted shares on non-routine matters, resulting in a "broker non-vote". Broker non-votes will not be deemed present and entitled to vote. Both broker non-votes and abstentions will be counted to determine if a quorum exists to conduct business at the Annual Meeting.

Can I change my vote or revoke my proxy?

Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Annual Meeting by:


●	Notifying our Corporate Secretary in writing at Hallador Energy Company, 1183 East Canvasback Drive, Terre Haute, Indiana, 47802 that you are revoking your proxy;
●	Executing and delivering a later-dated proxy card or submitting a later-dated vote by telephone or the internet; or
●	Attending the Annual Meeting in person, revoking your proxy, and voting in person.

Can I vote in person at the Annual Meeting rather than completing the Proxy Card?

Attending the Annual Meeting does not automatically revoke any proxy you previously granted. If you wish to revoke your proxy, you must specifically request it during the meeting. If you hold your shares in "street name," you may submit new voting instructions by contacting your bank, broker, or other nominee, or if you have obtained a legal proxy from your bank, broker, or another holder of record giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Although we encourage you to complete and return your proxy card to ensure that your vote is counted, you can attend the Annual Meeting and vote your shares in person.

How are votes counted?

We will hold the Annual Meeting if holders of one-third of the total outstanding shares of Common Stock that are entitled to vote either sign and return their proxy card or attend the Annual Meeting. If you sign and return your proxy card, your shares will be counted to determine whether the Company has a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and to publish results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") within four business days after the Annual Meeting.

Who pays for this proxy solicitation?

We will bear all of the solicitation costs and will supply copies of the solicitation materials to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. Also, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. In addition to sending you these materials, some of the Company's employees may contact you by telephone, by mail, or in person. None of these employees will receive any extra compensation for doing this.

What vote is required to approve each item?

Election of Directors. At the Annual Meeting, seven director-nominees are standing for election to the Board. With respect to the election of directors, you may vote "for" or "against" each of the nominees for the Board, or you may "abstain” from voting for one or more nominees. To be elected to the Board, a director-nominee must receive the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "FOR" the nominee).

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Abstentions will have the same effect as a vote "against" the election of the nominee to the Board. Your broker may not vote your shares for the nominees unless you give voting instructions. Broker non-votes will not affect the election of the nominees. Each director-nominee elected at the Annual Meeting will serve on the Board for a one-year term or until his successor is duly elected and qualified, or until he resigns or is removed.

Say-on-Pay. At the Annual Meeting, we are asking shareholders to vote to approve on an advisory basis the compensation paid to the named executive officers. With respect to this proposal, you may vote "for," "against," or "abstain" from voting with respect to this proposal. A majority of the shares represented at the Annual Meeting and entitled to vote on this proposal must vote "FOR" the proposal to approve it. If you "abstain" from voting with respect to this proposal, your vote will have the same effect as a vote "against" the proposal. Your broker may not vote your shares on this proposal unless you give voting instructions. Broker non-votes will not affect the vote on this proposal. Your vote will not directly change or otherwise limit or enhance any existing compensation or award arrangement of any of our named executive officers, but the outcome of the say-on-pay vote will be considered by the Compensation Committee when making future compensation decisions.

Ratification of Auditor. At the Annual Meeting, we are asking shareholders to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026. With respect to this proposal, you may vote "for," "against," or "abstain" from voting with respect to this proposal. A majority of the shares represented at the Annual Meeting and entitled to vote on this proposal must vote "FOR" the proposal to approve it. If you "abstain" from voting with respect to this proposal, your vote will have the same effect as a vote "against" the proposal. Since this proposal is classified as a routine matter, your broker is authorized to vote on your behalf should you choose not to submit specific voting instructions.

Other Matters. For most other matters that properly come before the Annual Meeting, the affirmative vote of a majority of shares of Common Stock, present in person or represented by proxy and voted at the Annual Meeting, will be required. The matters described in this Proxy Statement are the only matters we know to be voted on at the Annual Meeting. If other matters are properly presented at the Annual Meeting, the proxy holders will vote your shares as they see fit.

Transition from Smaller Reporting Company to Accelerated Filer. As a result of the value of our market capitalization held by non-affiliated stockholders on June 30, 2025, effective December 31, 2025, we no longer qualify as a “smaller reporting company” and, commencing with our Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026, we may no longer take advantage of reduced disclosure and reporting requirements applicable to smaller reporting companies. However, because this proxy statement provides the Part III information incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025, we have elected to provide the scaled disclosure permitted for smaller reporting companies in this proxy statement.

OUR MANAGEMENT TEAM

Hallador is led by Brent K. Bilsland, our Chairman, President, and Chief Executive Officer, whose biography appears below under "Our Current Board of Directors and Nominees," Todd E. Telesz, our Chief Financial Officer, and Heath A. Lovell, our Chief Operating Officer, President of Hallador Power and Sunrise Coal, whose biographies appear under "Our Named Executive Officers Who Are Not Directors."

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PROPOSAL NO. 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE NOMINEES.

At our 2025 Annual Meeting of Shareholders, our shareholders elected a Board of six directors. In March 2026, the Board increased the number of directors on the Board to seven in accordance with our bylaws and appointed Daniel Hudson to serve as a director.

All of our current directors are listed below and nominated for re-election.

Each of the directors to be elected at the Annual Meeting will serve a one-year term expiring at the next annual meeting of shareholders or until his successor is duly elected and qualified, or until he resigns or is removed. Each nominee agreed to be named in this Proxy Statement and to serve if elected.

To be elected to the Board, each director-nominee must receive the affirmative vote of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote "against" the election of the nominee to the Board. Your broker may not vote your shares for the nominees unless you give voting instructions. Thus, broker non-votes will have no effect on the vote for this proposal. If you sign your proxy card but do not give instructions with respect to the voting of director-nominees, your shares will be voted for the nominees.

Any director-nominee who is currently serving as a director and who does not meet the voting requirement described above must tender his resignation.

We have no reason to believe that any of the nominees will be unable or unwilling, for good cause, to serve if elected. However, if any nominee becomes unable, for any reason, or unwilling, for good cause, to serve, the proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

OUR CURRENT BOARD OF DIRECTORS AND NOMINEES

Director Nominees

BRENT K. BILSLAND, the Chairman of the Board, President, and Chief Executive Officer, has served on the Board since 2009. Mr. Bilsland was elected Chairman of the Board in 2018, appointed Chief Executive Officer in 2014, and has been a director and our President since 2009. He was President of Sunrise Coal, LLC, our primary operating subsidiary, from July 2006 through November 2017, and Vice President of Knapper Corporation, a private corporation, from 1998 to 2004. Mr. Bilsland is a graduate of Butler University located in Indianapolis, Indiana.

Mr. Bilsland brings broad industry experience and significant operational capabilities to our Company. He has an intimate understanding of our business and its operations that benefits us. In 2015 and 2016, Mr. Bilsland served as the Chairman of the Indiana Coal Council. Mr. Bilsland's investment in our Common Stock, combined with his wife and children, is 3.43%.

ZARRELL GRAY, a director, serves as a director and Chair of the Nominating Committee. He is Executive Advisor to Teays River, a U.S.-based holding company focused on production-based, vertically integrated agricultural businesses, with assets and operations spanning 23 states and 10 countries. Previously, Mr. Gray served as Executive Vice President and Chief Operating Officer of Teays River from 2007 to 2021. He has served on multiple private company boards and brings deep experience in investment committee oversight, due diligence, and the structuring and raising of capital and debt facilities. Before joining Teays River, Mr. Gray spent more than 17 years in the hybrid seed industry. He earned a Bachelor of Science in Agricultural Economics from Purdue University.

Mr. Gray brings more than 18 years as a senior executive in the formation and growth of a large-scale holding company. Mr. Gray has served on multiple private corporate boards, each with sales in the hundreds of millions or greater. He also has extensive experience in investment committees, diligence processes, and various acquisition execution responsibilities and has been engaged in raising capital and debt facilities, each in excess of a billion dollars. Over his career he developed a unique and broad global network of investors, bankers, and operators. We believe that Mr. Gray's vast experience will enable us to advance our long-term strategic growth plan.

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DANIEL HUDSON, a director, has served on the Board since March 2026. Mr. Hudson brings more than three decades of leadership experience across the power and energy infrastructure sectors, with extensive expertise in natural gas-fired generation, capital markets, asset acquisitions and divestitures, and strategic restructuring. He currently serves as Chairman and Chief Executive Officer of Woodlands Energy Management, LLC, where he advises debt and equity holders on power and energy-related investments.

Throughout his career, Mr. Hudson has led and advised on more than $35 billion in energy asset acquisitions, financings, restructurings, and strategic transactions. He has served as Chief Executive Officer, Chairman, Director, and Committee Chair for numerous power and energy infrastructure companies, overseeing multi-gigawatt generation portfolios and large-scale natural gas combined-cycle facilities across competitive power markets. Mr. Hudson has also provided board-level oversight for portfolios representing more than 10,000 MW of thermal generation capacity. Earlier in his career, he held leadership roles at several Fortune 500 companies, including Duke Energy, NRG Energy, Xcel Energy/Northern States Power, and Navigant Corporation.

Mr. Hudson holds a Bachelor of Science in Mechanical Engineering from the University of Minnesota.

BRYAN H. LAWRENCE, a director, is a founder and senior manager of Yorktown Partners LLC, the manager of the Yorktown group of investment partnerships, which make investments in companies engaged in the energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc., where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of Epsilon Energy Ltd., Riley Exploration Permian, Inc., Ramaco Resources, Inc., and Star Group, LP (each a United States publicly traded company) and certain non-public companies in the energy industry in which Yorktown partnerships hold equity interests. Mr. Lawrence is a graduate of Hamilton College and has an MBA from Columbia University.

Mr. Lawrence, who controls 1.06% of our Common Stock, has been a Board member for the last 31 years. We believe that Mr. Lawrence's wealth of industry-specific transactional skills and experience qualifies him to serve on our Board. As with most of our other Board members, he too has a significant indirect monetary investment in our Company and accordingly has a vested interest in our success.

DAVID J. LUBAR, a director, is President and Chief Executive Officer of Lubar & Co. He began his career in 1977 at Wells Fargo Bank (f/k/a Norwest Bank N.A.) in Minneapolis, where he spent six years in commercial and correspondent banking. Mr. Lubar joined Lubar & Co. in 1983 and has served as lead investor to over 20 companies in a wide range of industries and various stages of development. He currently serves as a director of each of the Lubar companies as well as Nicholas Company, Baird Funds, Ionia Bank (chairman), Milwaukee Brewers Baseball Club, and several other private companies. He previously served on the boards of BMO Financial Corp and Northwestern Mutual Life Insurance Company. He also serves in many community leadership positions throughout the Milwaukee area. Mr. Lubar has a Bachelor of Arts degree from Bowdoin College and Master of Business Administration from the University of Minnesota.

Mr. Lubar controls 11.57% of our Common Stock. Mr. Lubar has 42 years of investment experience with private companies, public stocks, and fixed income. His experience provides him insight from the view of an investor and Board member.

BARBARA A. SUGG, a director, has served on the Board since January 2026. Ms. Sugg brings more than three decades of leadership experience in the energy industry, most recently serving as President and Chief Executive Officer of Southwest Power Pool (“SPP”), a Regional Transmission Organization responsible for electric reliability and wholesale power markets across a multi-state footprint. During her tenure at SPP, she led an organization of more than 800 employees and oversaw significant regional and interregional transmission initiatives, including joint transmission projects totaling approximately $2 billion. She also led the reliable integration of more than 10 gigawatts of energy resources and the expansion of SPP into the western interconnection, making it the first RTO to operate across multiple interconnections.

Prior to becoming Chief Executive Officer of SPP, Ms. Sugg served as Senior Vice President of Information Technology and Chief Security Officer, where she directed large-scale technology modernization efforts and strengthened cybersecurity and system resilience across critical operations. She has extensive board and governance experience, including serving as a voting member of the SPP Board of Directors and chairing its Corporate Governance Committee, and currently serves on several civic and nonprofit boards.

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Ms. Sugg is certified by the National Association of Corporate Directors in Cyber Security Oversight. She holds a Bachelor of Science in Computer Science from the University of Louisiana at Lafayette and completed the Advanced Management Program at Harvard Business School.

CHARLES R. WESLEY, IV, a director, serves as a founding partner of Thoroughbred Resources LP and leads the firm’s efforts on its terminals, logistics and natural resources assets as well as private equity relationships. Mr. Wesley’s prior roles include serving as Chief Executive Officer of Thoroughbred Resources, Chief Planning and Commercial officer of Ramaco Resources (Nasdaq: METC), Senior Director of Finance at Lumen Technologies (NYSE:LUMN), where he was also responsible for the operation and ultimate disposition of the company’s coal mining operations. He began his legal career at the law firms of Akin, Gump, Strauss, Hauer & Feld and Strasburger & Price, focusing on international energy transactions, having previously worked at a coal company as a mine engineer. He is an active private investor in natural resources, financial technology and craft brewing and is a board member across multiple industries and philanthropic organizations. Mr. Wesley holds a Juris Doctorate from the University of Kentucky College of Law and a Bachelor of Science in Mining Engineering from Virginia Polytechnic Institute.

Mr. Wesley brings a wealth of invaluable coal mining industry knowledge and experience to the Board. His vast knowledge of the industry assists the Board in driving future and potential growth and expansion opportunities.

Below is an overview of our current directors and each of the director nominees you are being asked to elect at the Annual Meeting.

Name and Principal Occupation

Age

Board

Member

Since

Independent

Audit

Committee

Compensation

Committee

Nominating

Committee

Brent K. Bilsland

2009

Chairman of the Board, President, and Chief Executive Officer, Hallador Energy Company

Zarrell Gray

2024

✔

Chair

Executive Advisor to Teays River

Daniel Hudson

2026

✔

Chairman and Chief Executive Officer of Woodlands Energy Management, LLC

Bryan H. Lawrence

1995

✔

Managing Member of Yorktown Partners LLC

David J. Lubar

2018

✔

Chair

✔

Director, Chief Executive Officer and President of Lubar & Co.

Barbara A. Sugg

2026

✔

Charles R. Wesley, IV

2018

✔

Chair

✔

President of Thoroughbred Resources LP

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Our Named Executive Officers Who Are Not Directors

HEATH A. LOVELL, age 50, was appointed Chief Operating Officer on March 6, 2026, and has served as President of Hallador Power Company since 2022 and President of Sunrise Coal since June 2024. Prior to joining Hallador, Mr. Lovell was the Vice President – Public Affairs for Alliance Coal, LLC since June of 2017. Before that, he was Vice President of Operations for Alliance Coal covering Illinois, Indiana, and parts of Western Kentucky. He had been with Alliance Coal since 2006 and held several other positions including General Manager of River View Coal, LLC and General Manager of Webster County Coal, LLC. Mr. Lovell was responsible for the development of River View in 2009 with its nine units of operations and initial capital investment of $270 million. Before joining Alliance, Mr. Lovell was Vice President and Partner of Dodge Hill Mining, LLC. He has over 26 years of experience in the mining industry and has a Master of Business Administration and a Bachelor of Science degree in Electrical Engineering from the University of Kentucky.

Mr. Lovell has served as the Chairman of the Kentucky Coal Association Board of Directors, West Virginia Coal Association Board of Directors, Indiana Coal Association Board of Directors, Reliable Energy, Inc. Board of Directors, as well as a Board Member of the American Coal Council and an appointed member of the National Coal Council.

TODD E. TELESZ, age 55, has served as Chief Financial Officer of Hallador Energy Company since June 2025. Mr. Telesz is an accomplished financial executive with extensive experience in the power sector.

Before joining Hallador, Mr. Telesz served as Chief Financial Officer of Tri-State Generation and Transmission Association, Inc., a non-profit generation and transmission cooperative. He also held the positions as Chief Executive Officer at Basin Electric, one of the nation’s largest cooperative associations, and as Senior Vice President of CoBank's power, energy, and utilities division.

Mr. Telesz brings a well-rounded understanding of the energy sector, including generation and transmission cooperatives, investor-owned utilities, midstream oil and gas, and renewable energy. His strategic insight, paired with a deep respect for the cooperative business model, makes him a valuable leader as Hallador continues to position itself as a vertically integrated Independent Power Producer.

Mr. Telesz holds a Bachelor of Science in Economics, with honors, from The Wharton School of the University of Pennsylvania, and serves on several not-for-profit boards of directors.

BOARD AND ITS COMMITTEES

Board Leadership and Structure

Chairman

Currently, Mr. Bilsland serves as both Chairman and Chief Executive Officer. The Board believes that this combined role is appropriate at this time because it promotes unified leadership and effective communication between management and the Board and provides the Board with direct insight into the Company's day-to-day operations and key strategic priorities.

The Board believes it maintains effective independent oversight of management through the composition of its Board and committees. The Company's directors have significant equity ownership, further aligning their interests with those of shareholders and supporting active, engaged oversight.

The Company does not have a Lead Independent Director.

Each of the Board's standing committees is chaired by an independent director. The Chair of each committee reports regularly to the full Board regarding the committee's activities, discussions, and recommendations.

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Independent and Non-Management Directors

After considering the independence standards adopted by Nasdaq, the SEC, and other factors described herein, the Board has determined that all of our current directors and director nominees, other than Mr. Bilsland, are independent.

Board and Committee Oversight of Risk Management and Cyber Security

Our Board has ultimate responsibility for general oversight of risk management processes. The Board receives regular reports from Mr. Bilsland on the risks we face. Our risk management processes are intended to identify, manage, and control risks in a manner that is appropriate to our scope, operations, and business objectives. The Board interacts with senior management regarding the assessment and mitigation of the most significant risks facing the Company across a range of categories, including strategic, financial, operational, environmental, health and safety, legal and compliance, and reputational risks. The Audit Committee also meets without management present to, among other things, discuss our risk management culture and processes. In the event that a committee receives a report from a member of management regarding areas of risk, the Chairman of the relevant committee will report on the discussion to the full Board to the extent necessary or appropriate. This enables the Board to coordinate risk oversight, particularly concerning interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility.

Code of Conduct

Our Board adopted the Company's Code of Conduct, which sets out general expectations regarding ethical standards that our directors, officers, and employees are expected to adhere to while acting on our behalf. The Code of Conduct provides, among other things, that our directors, officers, and employees will: (i) comply with all laws, rules, and regulations applicable to us; (ii) avoid conflicts of interest; (iii) protect our assets and maintain our confidentiality; (iv) honestly and accurately maintain records and make required disclosures; and (v) promote ethical behavior and report violations of laws, rules, regulations or the Code of Conduct.

The Code of Conduct is available on our website, www.halladorenergy.com.

Board Meetings and Attendance

During 2025, our Board held six regular meetings; our Audit Committee held four meetings; our Compensation Committee held three meetings; and our Nominating Committee and Corporate Governance Committee held three meetings. These meetings include those held in person and by conference call, but do not include actions taken by unanimous written consent.

With the exception of Mr. Hudson and Ms. Sugg, who were appointed to the Board in 2026, the directors seeking to be re-elected attended at least 75% of the Board and committee meetings during 2025.

We do not have a specific policy regarding attendance at the Annual Meeting. All directors, however, are encouraged to attend if available. All our directors, except for Mr. Lawrence, attended the 2025 Annual Meeting of Shareholders.

Executive Sessions of Non-Management Directors

To promote open discussions, our non-management directors meet in executive sessions regularly after scheduled Board meetings.

Committees

Our Board has three separately designated standing committees: an Audit Committee, a Compensation Committee, and a Nominating Committee. The committee charters are available on our website, www.halladorenergy.com.

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The membership and purposes of each of the committees are described below.


Audit Committee
David J. Lubar Chair and Financial Expert Zarrell Gray Bryan H. Lawrence Barbara A. Sugg	All our Audit Committee members are "independent" as defined by the Nasdaq listing standards, including those standards applicable specifically to audit committee members. Also, no member of the Audit Committee has served as one of our officers or employees at any time. All members of the Audit Committee are "non-employee directors" as defined in SEC rules. In addition to regularly scheduled meetings, the committee meets separately in executive sessions with representatives of our independent auditor. The Audit Committee approves the appointment and services of the independent auditor and reviews the general scope of the audit and audit-related services, matters relating to internal controls, and other matters related to accounting and reporting functions. The Audit Committee assists the Board in fulfilling its oversight responsibilities concerning:

	(i)	The integrity of the financial reports and other financial information provided by us to the public or any governmental body;

	(ii)	our compliance with legal and regulatory requirements;

	(iii)	our systems of internal controls over financial reporting;

	(iv)	the qualifications and independence of our independent auditors;

	(v)	our auditing, accounting, and financial reporting processes generally; and

	(vi)	the performance of such other functions as the Board may assign from time to time.

	To this end, the Audit Committee maintains free and open communication with the Board, the independent auditors, and any other person responsible for our financial management. The Board also determined that Mr. Lubar qualifies as an audit committee financial expert under the applicable SEC rules.


Compensation Committee
Charles R. Wesley, IV Chair David J. Lubar Barbara A. Sugg	All our Compensation Committee members are "independent" as defined by the Nasdaq listing standards, including those standards that apply specifically to compensation committee members. Also, no member of the Compensation Committee has served as one of our officers or employees at any time. All members of the Compensation Committee are "non-employee directors" as defined in SEC rules. The purpose of our Compensation Committee is to:

SEC Form DEF 14A filed by Hallador Energy Company