CNX Resources Corporation Announces Final Results and Expiration of Tender Offer for its 6.000% Senior Notes due 2029

CNX Resources (NYSE: CNX) announced final results of its cash tender offer for its 6.000% Senior Notes due 2029.

Rhea-AI Summary

CNX Resources (NYSE: CNX) announced final results of its cash tender offer for its 6.000% Senior Notes due 2029. As of the February 23, 2026 expiration, CNX received tenders for $420,200,000 (84.04%) of the $500,000,000 outstanding. Accepted notes will be purchased on February 26, 2026 at $1,016.10 per $1,000 plus accrued interest and then retired. CNX issued a conditional redemption notice for any remaining notes at 101.50%, conditioned on a new notes offering and receipt of net proceeds, with a redemption date of March 19, 2026.

Positive

• $420.2M tendered for 2029 Notes (84.04% of outstanding)
• Purchase price set at $1,016.10 per $1,000 plus accrued interest
• Accepted notes to be retired after Settlement Date Feb 26, 2026

Negative

• $79.8M of 2029 Notes remain subject to conditional redemption
• Redemption conditional on new notes offering and net proceeds — no assurance
• Redemption price 101.50% could require external financing if proceeds fall short

Argus Feb 24 session

-1.73% close to close Open Argus

Details

News Market Reaction – CNX

On Feb 24, the first trading day after this news, CNX closed 1.73% below the previous close.

Data tracked by StockTitan Argus for the Feb 24 session.

Market Context

This announcement details final results of CNX’s tender for its 6.000% 2029 notes, with $420.2M (or ...

Analysis

This announcement details final results of CNX’s tender for its 6.000% 2029 notes, with $420.2M (or 84.04%) of the $500M outstanding principal tendered at $1,016.10 per $1,000. Remaining notes are subject to a conditional redemption at 101.50% on March 19, 2026, tied to closing of the new 2034 notes offering. This continues the liability-management steps disclosed on February 17, and investors may monitor execution of the new notes offering and the full retirement of the 2029 notes.

Key Figures

2029 notes outstanding: $500,000,000 Coupon rate: 6.000% Tendered amount: $420,200,000 +5 more

2029 notes outstanding

$500,000,000

Aggregate principal amount of 6.000% Senior Notes due 2029

Coupon rate

6.000%

Senior Notes due 2029

Tendered amount

$420,200,000

Principal of 2029 Notes tendered by Expiration Time

Tender participation

84.04%

Percentage of aggregate 2029 Notes principal tendered

Tender purchase price

$1,016.10 per $1,000

Purchase price for 2029 Notes accepted in tender

Redemption price

101.50% of principal

Price to redeem remaining 2029 Notes on Mar 19, 2026

Settlement date

February 26, 2026

Payment date for tendered 2029 Notes

Proved reserves

9.7 Tcfe

Proved natural gas reserves as of December 31, 2025

Historical Context

5 past events · Latest: Feb 17

5 events

1. Feb 17

   Notes pricing

   24h Move

   -1.9%

   Priced $500M of 5.875% senior notes due 2034 at par for refinancing.

2. Feb 17

   Tender offer launch

   24h Move

   -1.9%

   Announced cash tender offer for all $500M of 6.000% 2029 notes.

3. Feb 17

   Private notes offering

   24h Move

   -1.9%

   Planned private $500M 2034 notes offering to fund tender and redemption.

4. Jan 29

   Q4 2025 earnings

   24h Move

   +2.4%

   Released Q4 2025 financial and operational results with investor materials.

5. Jan 05

   Earnings schedule

   24h Move

   -0.9%

   Announced timing and access details for upcoming Q4 2025 earnings release.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash tender offer, senior notes, indenture, redemption, +4 more

8 terms

cash tender offer financial

"announced the final results and expiration of its previously announced cash tender offer"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

senior notes financial

"tender offer (the "Tender Offer") to purchase any and all of the $500 million... 6.000% Senior Notes due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

indenture regulatory

"pursuant to the indenture governing the 2029 Notes, to redeem (the "Redemption")"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

redemption financial

"to redeem (the "Redemption") all 2029 Notes not purchased in the Tender Offer"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

redemption price financial

"at a redemption price of 101.50% of the principal amount thereof"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

guaranteed delivery procedures regulatory

"exclude any 2029 Notes that may be tendered pursuant to the guaranteed delivery procedures"

Guaranteed delivery procedures are a settlement arrangement that lets a buyer or seller complete a trade even when the actual shares or cash cannot be delivered immediately, by promising to provide them within a short, specified window. For investors this works like reserving and paying for an item that will be shipped later: it reduces the risk of a failed trade and allows participation in offerings or market trades despite paperwork or transfer delays, but it also means you should watch the final settlement date and counterparty obligations.

notice of guaranteed delivery regulatory

"the Notice of Guaranteed Delivery (each as defined below)"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

dealer manager financial

"CNX retained Wells Fargo Securities, LLC to serve as the Dealer Manager for the Tender Offer"

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PITTSBURGH, Feb. 23, 2026 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") today announced the final results and expiration of its previously announced cash tender offer (the "Tender Offer") to purchase any and all of the $500 million aggregate principal amount outstanding of its 6.000% Senior Notes due 2029 (the "2029 Notes"). As of 5:00 p.m., New York City time, on February 23, 2026, the expiration time for the Tender Offer (the "Expiration Time"), CNX had received tenders for an aggregate principal amount of $420,200,000 of the outstanding 2029 Notes, or 84.04% of the aggregate principal amount of 2029 Notes outstanding. These amounts exclude any 2029 Notes that may be tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase and the Notice of Guaranteed Delivery (each as defined below).

The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase, dated February 17, 2026 (the "Offer to Purchase"), and the related notice of guaranteed delivery for the Tender Offer (the "Notice of Guaranteed Delivery").

In accordance with the terms of the Tender Offer, CNX will pay the purchase price (the "Purchase Price") for the 2029 Notes validly tendered prior to the Expiration Time or pursuant to the Notice of Guaranteed Delivery on February 26, 2026 (the "Settlement Date"). The Purchase Price to be paid for the 2029 Notes is $1,016.10 for each $1,000 principal amount of the 2029 Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the 2029 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date. For avoidance of doubt, interest on the 2029 Notes will cease to accrue on the Settlement Date for all 2029 Notes accepted in the Tender Offer. All 2029 Notes purchased on the Settlement Date will subsequently be retired.

Concurrently with the commencement of the Tender Offer, CNX issued a conditional notice, pursuant to the indenture governing the 2029 Notes, to redeem (the "Redemption") all 2029 Notes not purchased in the Tender Offer, at a redemption price of 101.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date of March 19, 2026 (the "redemption date"). The Redemption is conditioned on the closing of CNX's contemporaneous offering of new senior notes (the "new notes offering") and its receipt of net proceeds from such offering, and there can be no assurance the Redemption will be completed. The Redemption may be terminated and the redemption notice may be rescinded in the event such conditions shall not have been satisfied by the redemption date.

CNX retained Wells Fargo Securities, LLC to serve as the Dealer Manager for the Tender Offer. Global Bondholder Services Corporation served as the tender agent and information agent for the Tender Offer.

CNX Resources Corporation (NYSE: CNX) is unique. We are a premier, ultra-low carbon intensive natural gas development, production, midstream, and technology company centered in Appalachia, one of the most energy abundant regions in the world. With the benefit of a 161-year regional legacy, substantial asset base, leading core operational competencies, technology development and innovation, and astute capital allocation methodologies, we responsibly develop our resources and deploy free cash flow to create long-term per share value for our shareholders, employees, and the communities where we operate. As of December 31, 2025, CNX had 9.7 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index.

Cautionary Statements:

This press release does not constitute an offer to purchase or the solicitation of an offer to sell any 2029 Notes in the Tender Offer, nor does it constitute a notice of redemption under the indenture governing the 2029 Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with the new notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, including those relating to the Tender Offer, the new notes offering and the Redemption, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our 2025 Annual Report on Form 10-K under "Risk Factors," which is on file at the U.S. Securities and Exchange Commission.

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SOURCE CNX Resources Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many 6.000% Senior Notes due 2029 did CNX (NYSE: CNX) receive in the tender offer on Feb 23, 2026?

CNX received tenders for $420,200,000, or 84.04% of the $500,000,000 outstanding. According to CNX, this figure excludes notes tendered via guaranteed delivery procedures and reflects acceptances as of the Feb 23, 2026 expiration.

What purchase price will CNX (NYSE: CNX) pay for 2029 Notes accepted in the tender offer and when?

CNX will pay $1,016.10 per $1,000 principal, plus accrued interest, on February 26, 2026. According to CNX, interest will cease to accrue on the Settlement Date for all accepted 2029 Notes.

What happens to 2029 Notes that were not tendered in CNX's Feb 2026 tender offer?

CNX issued a conditional notice to redeem remaining notes at 101.50%, with a redemption date of March 19, 2026. According to CNX, the Redemption is conditioned on the closing of a new notes offering and receipt of net proceeds.

When will CNX (NYSE: CNX) retire the 2029 Notes purchased in the tender offer?

All 2029 Notes purchased on the Settlement Date will be retired after purchase on February 26, 2026. According to CNX, purchased notes will cease accruing interest as of that Settlement Date and subsequently be retired.

Who managed CNX's tender offer for the 6.000% Senior Notes due 2029, and who served as tender agent?

Wells Fargo Securities served as Dealer Manager and Global Bondholder Services served as tender and information agent. According to CNX, these firms were retained to manage the Tender Offer and related processing.

Does the conditional redemption of CNX 2029 Notes guarantee redemption on March 19, 2026?

No; the Redemption may be terminated if conditions are unmet. According to CNX, the redemption depends on closing a new notes offering and receiving net proceeds, so there can be no assurance it will be completed.